COMPLIANCE & RISKS LIMITED (REGISTERED NUMBER) 356948 WHOSE REGISTERED OFFICE IS AT UNIT 9, EASTGATE AVENUE, EASTGATE BUSINESS PARK, LITTLE ISLAND, CORK, IRELAND (“C&R”) PROVIDES ACCESS TO A WEB BASED KNOWLEDGE MANAGEMENT DATABASE WHICH INCLUDES COMPLIANCE AND REGULATORY DATA CONTENT. BY: (I) CLICKING ON THE “ACCEPT” BUTTON; OR (II) SIGNING/E-SIGNING THIS AGREEMENT; OR (III) USING THE SERVICES; AND/OR (IV) PAYING THE INVOICE (WHERE RELEVANT) YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU AS THE CUSTOMER AND THE AUTHORISED USER (AS DEFINED BELOW).
1. DEFINITIONS & INTERPRETATION
Agreement: means the terms and conditions in this subscription agreement and the Order Form and any other documents explicitly incorporated by reference by the written agreement of the parties.
Authorised Users: means those employees, agents and independent contractors who use C2P on behalf of the Customer.
C2P: means the web based product licensed by C&R to the Customer, including the C&R IP and the C&R Content.
C&R IP: means the intellectual property rights in the C&R Content, the Software and the Services and any updates or modifications thereto.
Confidential Information: means information that is proprietary or confidential to the disclosing party but only to the extent that a reasonable person would consider such information as confidential.
Customer: means the individual or company to whom C&R has agreed to provide the Services and who has accepted this Agreement, is using C2P or is otherwise exercising rights under this Agreement. Where relevant references to the Customer shall include the Authorised Users.
Customer Content: means the data input by the Customer or the Authorised Users into C2P to facilitate the Customer’s use of C2P.
C&R Content: means the information provided by C&R as part of C2P which includes regulatory updates, expert comments, news and analysis and details of regulations and other documents.
Effective Date: means the date set out in the Order Form.
Fees: means the fees payable by the Customer to C&R, as set out in the Order Form.
Initial Subscription Term: means the period of one (1) year from the Effective Date unless otherwise agreed in the Order Form.
Order Form: means the document forming part of this Agreement which sets out the details for the Services including the Fees and the number of Authorised Users.
Renewal Term: means the period described in clause 10.1.
Services: means the services provided by C&R under this Agreement including the provision of access to and training and support on C2P.
Software: means the software licensed by C&R to Customer under this Agreement which forms part of C2P including, databases, data schemas and data models.
Subscription Term: has the meaning given in clause 10.1.
User Licences: has the meaning given at clause 2.1.
2. USER LICENCES
2.1. C&R hereby grants to the Customer’s designated Authorised Users a non-exclusive, non-transferable license to use C2P during the Subscription Term solely for the Customer’s internal business operations (the “User Licences”).
2.2. The Customer undertakes:
2.2.1. that the number of Authorised Users shall not exceed the number of User Licences set out in the Order Form;
2.2.2. that each User Licence may only be used by one Authorised User;
2.2.3. that each Authorised User shall keep a secure password for use of C2P and shall keep that password confidential; and
2.2.4. to maintain a list of current Authorised Users and provide such list to C&R upon request.
2.3. The Customer shall not access, store, distribute or transmit any viruses or any material when using C2P that is considered illegal or harmful or facilitates illegal activity.
2.4. The Customer may do any of the following within the Customer’s business:
2.4.1. view, search, copy and print out C&R Content from C2P;
2.4.2. revise and customise C&R Content from C2P; and
2.4.3. make available to customers, suppliers and partners copies of the C&R Content from C2P provided
this is done on a reasonable, non-systematic basis that is not commercially prejudicial to C&R.
2.5. The Customer shall not except to the extent expressly permitted under this Agreement:
2.5.1. attempt to modify, duplicate, create derivative works from, or distribute all or any portion of C2P (as applicable);
2.5.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-
perceivable form all or any part of the Software;
2.5.3. access all or any part of C2P in order to build a product or service which competes with C2P;
2.5.4. use C2P to provide services to third parties; or
2.5.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially
exploit, or otherwise make C2P available to any third party except the Authorised Users.
2.6. The Authorised Users may be granted different rights of access to C2P. The relevant access rights will be set out in the Order Form.
2.7. Additional User Licenses may be purchased by the Customer upon agreement between the parties.
3.1. C&R shall provide the Services to the Customer on and subject to the terms of this Agreement during the Subscription Term.
3.2. C&R shall use commercially reasonable endeavours to make C2P available 24 hours a day, seven days a week, except for planned maintenance (carried out during such times which are notified to the Customer) and unscheduled maintenance.
3.3. C&R will provide the Customer with support Services and training on the use of C2P as set out in the Order Form.
3.4. The Customer shall own all rights, title and interest in and to all of the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.
3.5. C&R makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.
3.6. C&R shall not be responsible for any inaccuracies or faults in the translated version of any document. The original version shall always prevail over the translated version in the event of any conflicts.
4. C&R’S OBLIGATIONS
4.1. C&R undertakes to provide the Services with reasonable skill and care.
4.2. Notwithstanding the foregoing:
4.2.1. C&R does not warrant that the Customer’s use of C2P will be uninterrupted or error-free; nor that C2P, the Services, the C&R Content, and/or the information obtained by the Customer through C2P will meet the Customer’s requirements;
4.2.2. the C&R Content is general and educational in nature and is not intended to constitute a definitive or complete statement of the law on any subject;
4.2.3. nothing in C2P nor any receipt or use of the Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion; and
4.2.4. C&R is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
4.3. C&R reserves the right to modify C2P at any time. C&R will make available to the Customer all improvements from time to time made available by it to other customers.
4.4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
5. CUSTOMER’S OBLIGATIONS
5.1. The Customer warrants and represents that it has all necessary rights and authority to enter into this
Agreement or if Customer is entering into this Agreement on behalf of a company, organization, educational institution, or agency, that Customer has the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement.
5.2. The Customer warrants that it shall:
5.2.1. comply with all applicable laws and regulations with respect to its activities under this Agreement;
5.2.2. ensure that the Authorised Users use C2P in accordance with the terms and conditions of this
Agreement and shall be responsible and liable for any Authorised User’s breach of this Agreement;
5.2.3. be solely responsible for procuring and maintaining its systems, network connections and
telecommunications links to access C2P.
6. CHARGES AND PAYMENT
6.1. In consideration for receipt of the Services, the Customer shall pay the Fees specified herein.
6.2. The Fees are payable annually in advance in accordance with the Order Form. The Fees are exclusive of value added tax or other applicable sales tax, which shall be added to C&R’s invoice at the appropriate rate.
6.3. The Customer agrees to pay each invoice within the period agreed in the Order Form.
6.4. If C&R has not received payment within the period specified in the Order Form, C&R may, without liability to the Customer, disable the Customer’s, account and access to all or part of C2P. C&R shall be under no obligation to provide any or all of the Services while the invoice concerned remain unpaid.
6.5. All Fees stated or referred to in this Agreement are non-cancellable and non-refundable.
7. PROPRIETARY RIGHTS AND CONFIDENTIALITY
7.1. The Customer acknowledges and agrees that C&R and/or its licensors own all intellectual property rights in the C&R IP. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the C&R IP.
7.2. Each party may be given access to the Confidential Information of the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
7.2.1. is or becomes publicly known other than through any act or omission of the receiving party;
7.2.2. was in the other party’s lawful possession before the disclosure;
7.2.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
7.2.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
7.3. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
7.4. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
7.5. C&R acknowledges that the Customer Content is the Confidential Information of the Customer.
7.6. The Customer acknowledges that C&R IP is the Confidential Information of C&R.
7.7. The Data Processing Agreement attached as an addendum to this Agreement shall apply to the processing of personal information by C&R as part of the Services provided under this Agreement.
7.8. This clause shall survive termination of this Agreement, however arising.
8.1. Subject to clause 9, C&R shall defend the Customer against any third-party claims that the C&R IP infringes any patent, copyright, trade mark or database right and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
8.1.1. C&R is given prompt notice of any such claim;
8.1.2. the Customer provides reasonable co-operation to C&R in the defence and settlement of such claim, at C&R’s expense; and
8.1.3. C&R is given sole authority to defend or settle the claim.
8.2. In the defence or settlement of any claim, C&R may procure the right for the Customer to continue using the C&R IP, replace or modify the C&R IP so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) days’ notice to the Customer without and additional liability to the Customer as a result of such early termination.
8.3. In no event shall C&R, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
8.3.1. a modification of the C&R IP by anyone other than C&R; or
8.3.2. the Customer’s use of C2P in a manner contrary to the instructions given to the Customer by C&R or in breach of the terms of this Agreement; or
8.3.3. the Customer’s use of C2P after notice of the alleged or actual infringement from C&R or any
8.4. The foregoing states the Customer’s sole and exclusive rights and remedies, and C&R’s (including C&R’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any intellectual property right.
8.5. The Customer shall defend and indemnify C&R against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of C2P other than in accordance with this Agreement.
9. LIMITATION OF LIABILITY
9.1. This clause 9 sets out the entire financial liability of C&R (including any liability for the acts or omissions of its employees, contributing experts, agents and sub-contractors) to the Customer.
9.2. Nothing in this Agreement excludes the liability of C&R, for death or personal injury caused by C&R’s negligence or for fraud or fraudulent misrepresentation.
9.3. Subject to clause 9.2:
9.3.1. C&R shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of
goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or
for any special, indirect or consequential loss, costs, damages, charges or expenses however arising
under this Agreement; and
9.3.2. C&R’s total aggregate liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or
contemplated performance of this Agreement shall be limited to the total Fees paid by the Customer
during the twelve (12) months immediately preceding the date on which the claim arose.
10. TERM AND TERMINATION
10.1. This Agreement shall, subject to early termination in accordance with this Agreement, commence on the Effective Date and shall continue for the Initial Subscription Term as applicable and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term”), unless either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (together “the Subscription Term”).
10.2. C&R may grant access to C2P on a trial basis under this Agreement. Such access may be terminated by C&R at any time.
10.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
10.3.1. the other party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or the other party has failed to remedy that breach within
twenty (20) days after receiving written notice requiring it to remedy that breach; or
10.3.2. the other party is unable to pay its debts or becomes insolvent or an order is made or a resolution
passed for the administration, winding-up or dissolution (otherwise than for the purposes of a solvent
amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator,
administrator, trustee or similar officer is appointed over all or any substantial part of the assets of
the other or the other enters into or proposes any composition or arrangement with its creditors
generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
10.4. On termination of this Agreement for any reason:
10.4.1. the User Licences granted under this Agreement shall immediately terminate;
10.4.2. each party shall make no further use of any Confidential Information (and all copies of them)
belonging to the other party;
10.4.3. Customer shall have thirty (30) days to export the Customer Content using the C2P export to Excel function. Following this period C&R may destroy the Customer Content in its possession; and
10.4.4. the accrued rights of the parties as at termination, or the continuation after termination of any
provision expressly stated to survive or implicitly surviving termination, shall not be affected or
11. FORCE MAJEURE
C&R shall have no liability to the Customer under this Agreement if it is prevented from or delayed in
performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of C&R or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
12.1. Where the parties have affixed their respective electronic signatures hereto by means of Docusign’s
electronic signature system, the signatories acknowledge and warrant that they are authorised to sign this Agreement and that they intend to bind the respective parties on behalf of whom they are signing.
12.2. If the parties have decided to sign this Agreement by means of Docusign’s electronic signature system, the parties shall each nominate their signatories and their respective email addresses and the parties agree that the electronic signature emanating from a nominated email address of a signatory constitutes a valid signature by that signatory and shall be construed as that signatory having signed this Agreement as an original in manuscript.
13. GENERAL PROVISIONS
13.1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
13.3. Customer agrees that C&R may publicise the existence of this working relationship as a statement of fact. The extent of such publicity may include use of the Customer logo, posting on the C&R website and inclusion in C&R collateral materials. C&R agrees to apply industry standard practices to all publicity to ensure the highest levels of accuracy and editorial quality.
13.4. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
13.5. The Customer shall not, without the prior written consent of C&R, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.6. C&R may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.7. Any notice to be given under this Agreement will be in writing and addressed to the party at the address stated in the Order Form.
13.8. The terms and conditions in the Order Form shall prevail over the terms and conditions in this subscription agreement to the extent of any conflict. Terms contained in any purchase order or acknowledgement will be of no effect, even if such acknowledgement provides that C&R’s acceptance of the purchase order is conditioned on Customer’s agreement to the proposed terms contained in such purchase order or acknowledgement.
13.9. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with:
(i) the laws of the Republic of Ireland where the Customer’s registered or head office is in any country outside of the United States of America; and (ii) the laws of the State of California where the Customer’s registered or head office is in the United States of America.
13.10. The parties irrevocably agree that in relation to any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims): (i) the courts of the Republic of Ireland shall have jurisdiction where the Customer’s registered or head office in any country outside of the United States of America; and (ii) the state courts of the State of California shall have jurisdiction where the Customer’s registered or head office is in the United States of America.