Terms & Conditions

 

These terms and conditions are an integral part of the Agreement (the “Agreement”) pursuant to which the entity referenced on the order form to which this Agreement is a part (“Customer”) agrees to purchase certain services from Questex LLC (“Questex”), and they are incorporated therein by reference.  By executing the order form, Customer expressly agrees to be bound by and subject to these terms and conditions.  

1. Delivery of Market Information. Subject to Customer’s continued compliance with the use and other terms of this Agreement, Questex agrees to provide Customer with access to its web-based product (the “Product”) for the purpose of accessing information made available on the Product for the limited uses described herein.    

2. Agreement and Fee. In consideration for the services to be provided by Questex, Customer agrees to pay Questex the fee referenced in the order form to which this Agreement is a part. Payment terms are due upon receipt. For the avoidance of doubt, all fees are deemed earned by Questex for each billing period as of the applicable invoice date. Customer will also pay Questex any applicable sales tax. If Customer has not paid the fee to Questex within thirty (30) days after written notification of nonpayment to Customer, then Questex shall have the option, at its sole discretion, of placing Customer's account on "hold" status, whereupon Customer’s account will be suspended until the past due payment is made. Questex’s placing of Customer's account on "hold" status shall not be deemed to be an interruption of service by Questex that would give rise to a cause of termination of this Agreement by Customer.

3. Subscription Term and Termination.  The initial term of the Agreement shall commence on the date of its execution by the Customer and shall continue for the period set forth in the Customer Agreement, at which time it shall automatically renew for successive periods of the same length as the initial term unless one party provides written notice of termination to the other party at least ten (10) days prior to the applicable expiration date.  Questex reserves the right to terminate this Agreement immediately and without notice if the Customer fails to comply with any of the provisions of this Agreement or if Customer defaults in its obligations to Questex under this Agreement.  The Customer may not terminate the Agreement during the Term so long as Questex is performing its obligations hereunder. In the event that Questex terminates this Agreement due to a breach by Customer, Questex shall retain all fees previously paid by Customer, in addition to seeking damages under the U.S. Copyright Act or any other applicable law. If a dispute arises with respect to this Agreement, Questex shall also be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in ascertaining its rights, in preparing to enforce and enforcing its rights under this Agreement. Notwithstanding any termination or expiration of this Agreement, the limited license provisions of this Agreement shall survive any such termination. 

4. Users. The limited license granted hereunder shall be solely for the benefit of the entity referenced on the order form to which this Agreement is a part.  Customer will be granted a certain number of individual licenses as set forth on the order form, which may be issued by Customer solely to employees of Customer and/or its affiliates.  Such individual license may not be shared with any other third party.  If Customer wishes to transfer an individual license from one employee to another, then Customer must contact Questex customer service for processing.   

5. Limited License. Customer is granted a limited, non-transferrable, non-exclusive license to use the Product for Customer’s internal use only. The Product is protected by copyright law. Customer expressly agrees to use the Product for Customer’s internal use only.  Any and all output generated by Product is to be used within the Customer's own residence or office, as applicable.   

6. Restrictions. The Product contains trade secrets. Customer may NOT sublicense, assign, or grant access to the Product, including any reports generated therefrom, to other parties. Customer may NOT decompile, reverse engineer, disassemble, or otherwise reduce any part of the Product. CUSTOMER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER ANY DATA, DOCUMENTS, REPORTS, OR CREATE DERIVATIVE WORKS OR REPORTS OR MAPS BASED UPON THE PRODUCT. The Customer shall not use any deep-link, page-scrape, spider, robot, crawl, index, Internet agent or any other automatic device, program, algorithm, or technology which does the same things, to use, access, copy, acquire information, input information, store information, search, generate searches, or monitor any portion of the Product.

7. Protection and Security. Customer agrees to use its best efforts and to take all reasonable steps to safeguard the Product to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. Customer stipulates that the Product contains valuable confidential information and trade secrets and that unauthorized use and/or copying is harmful to Questex. 

8. Limited Warranty. Questex agrees to use commercially reasonable efforts to ensure that the information contained in the Product is accurate, however it expressly disclaims any warranty, express or implied, for the data and services provided under this Agreement. If a defect appears, Customer shall notify Questex, and Questex’s only obligation shall be, at Questex’s election, to either repair the defects or refund Customer’s fee for the impacted period. Customer agrees that the foregoing constitutes Customer's sole and exclusive remedy for breach by Questex under any warranties made under the Agreement. Questex is not responsible for problems associated with or caused by incompatible operating systems or equipment or for problems in the interaction of the Product with software not furnished by Questex. No oral or written information or advice given by Questex, its employees or agents shall in any way extend, modify or add to the foregoing warranty. Questex will not under any circumstances be liable for, and Customer waives its claim to, general, special, or consequential damages which may be incurred by Customer as the result of Customer’s decisions or actions taken or not taken in reliance on any information contained in a Product. THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL QUESTEX, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT. QUESTEX'S LIABILITY TO CUSTOMER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT OF THE FEE ORIGINALLY PAID BY CUSTOMER TO QUESTEX. 

9. Enhancements. From time to time Questex may, in its sole discretion, update, upgrade, enhance or improve the Product, all of which are made available to Customer and are also be governed by the terms of this Agreement.

10. Injunctive Relief. Customer agrees and acknowledges that any use of the Product by Customer in violation of this Agreement, including such use after termination of this Agreement, would cause continuing and irreparable injury and harm to Questex for which there is no adequate remedy at law. Customer agrees that Questex shall be entitled to injunctive relief, including a temporary restraining order or specific performance, and to any other equitable relief against Customer in the event Customer uses or threatens to use the Product or any data contained therein in violation of the Agreement (including for avoidance of doubt these terms and conditions) in addition to any other ancillary remedies of an equitable nature as a court may deem appropriate. Such relief will be in addition to, and the availability of such equitable relief will not preclude, any legal remedies or other remedies which might be available to Questex. Customer hereby waives any right it may have to demand that Questex post a bond or other security in seeking any equitable relief.

11. General. This Agreement is governed by and construed in accordance with the laws of the State of New York, and shall inure to the benefit of Questex and Customer and their successors, permitted assigns and legal representatives. Customer may not assign this Agreement or any of its rights hereunder, in whole or in part, without the prior written consent of Questex. Any proposed assignment in violation of this Agreement shall be deemed null and void. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. Any notices or other communications to be sent to either party must be mailed first class, postage prepaid, to such party at its address shown in this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded.