Last Updated: November 2024
THESE TERMS APPLY TO THE DELIVERY OF PRODUCTS AND SERVICES BY SCILEADS LTD. (“SCILEADS”, “WE”, “OUR”, “US”), OF ARNOTT HOUSE, THIRD FLOOR, 12-16 BRIDGE STREET, BELFAST, BT1 1LU, UNITED KINGDOM. BY PLACING AN ORDER THAT INCORPORATES THESE TERMS, CUSTOMER (“YOU”, “YOUR”) AGREES TO BE BOUND BY THE TERMS SET OUT HEREIN.
1. DEFINITIONS AND INTERPRETATION
1.1 This Agreement uses the following defined terms:
Agreement means these Terms and any Order.
Applicable Law means any applicable law (including federal and state laws), statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directive or requirement or notice of any regulatory body, delegated or subordinate legislation.
Authorised User means an individual authorised to use the Services in accordance with the grant of the Licence and as specified in the Order.
Confidential Information means all information of a proprietary or confidential nature (whether or not stored in any permanent medium) and not publicly known which is owned by either party or which is used in or otherwise relates to the business, customers or financial or other affairs of a party.
Customer Data means any data held by the Customer which is supplied, transferred or disclosed by or on behalf of the Customer, or uploaded by the Customer onto the SciLeads Platform.
Derived Data means: (A) data derived from you use of the Services, including Usage Data; (B) observations and insights that contain, or were produced using, data provided as part of the Services; and (C) machine learning models trained directly or indirectly, or evaluated, using data provided as part of the Services. For example, Derived Data includes records of searches and keywords or aggregated information about where professionals are located, but does not include identifiable information specific to an individual.
Documents means anything in which information of any description is recorded and includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form created for the provision of the Services.
Intellectual Property Rights means any and all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Licence Change has the meaning given to it in clause 3.2.
Malware means any back door, time bomb, trojan horse, worm, drop dead device, malware, virus or other computer software routine intended or designed to: (i) disable, damage, erase, disrupt or impair the normal operation of; or (ii) provide unauthorised access to or modification of computer systems or any software or information saved on those computer systems.
Order hasthe meaning given to it in clause 2.1.
Party or Parties means SciLeads and You, independently or together (as applicable).
SciLeads Account means the account that each Authorised User creates in order to access some or all of the Services on the SciLeads website.
SciLeads Platform means the online application used to access the Services.
Services means the products and services to be provided by SciLeads under this Agreement, as set out in the Order together with any other services agreed between the parties.
Services Data means all data provided through the SciLeads Platform, including any data exported by You, and any other data supplied by SciLeads.
Software means computer programs in object code or source code together with any technical information and documentation necessary for the use of such programs that is to be licensed or otherwise made available to you under this Agreement (including any Third Party Software);
Subscription Fees has the meaning in clause 9.1.
Term means the Initial Term and each Renewal Term.
Third Party Software means any Software the Intellectual Property Rights in which are owned by a third party (including any off the shelf software, but excluding any background Intellectual Property Rights) and developed independently of this Agreement.
Usage Data meansalldata associated with a Customer’s use of the Services and SciLeads Platform, including network maps, market intelligence and generating reporting, as well as aggregated, anonymized or statistical data produced from Customer Data uploaded onto the SciLeads Platform.
1.2 Interpretation. Clause headings shall not affect the interpretation of the Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision. A reference to writing or written excludes fax but not email. References to clauses are to the clauses of these Terms. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. BASIS OF AGREEMENT
2.1 We will provide you with an indicative non-binding quotation for our Services (“Offer”). The Offer will only be deemed to be accepted and binding when we have both signed the applicable order form which references (or appends) these Terms and which sets out details including the charges payable for the Services, the number of Authorised Users and any other pertinent commercial details (an “Order”). Unless otherwise agreed, each Order shall apply from the last data of signature on the order form (the “Commencement Date”).
2.2 Each Order shall form a separate Agreement for the supply of Services and shall be subject to these Terms, provided that the Order may modify or vary these Terms as they apply to that Order to the extent expressly set out in the Order. In the event that we agree to a Licence Change, the execution of a second Order specifying any changes (including the addition of Authorised Users) shall not create a separate Agreement for the supply of Services, instead, it shall be recognised as an amendment and variation to the first Order.
2.3 We may notify you of additional terms and conditions may apply to your use of the Services. If there is a conflict between these Terms and any additional terms, the additional terms will control for that conflict.
2.4 These Terms, the Order and any other additional terms notified to you in accordance with clause 3.5 apply to the exclusion of any other terms and conditions unless expressly stated otherwise in writing by SciLeads.
3. USING OUR SERVICES
3.1 Subject to restrictions set out in this clause 3 and the other terms and conditions of the Agreement, we hereby grant to you a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit the fixed number of Authorised Users (unless otherwise agreed) to use the Services, the Service Data and the Documents during the term of the Agreement solely for your internal business operations (the Licence). Using our Services does not grant ownership of any Intellectual Property Rights in our Services, our Software, the Documents or the Service Data and such Intellectual Property Rights shall remain owned by us and our licensors.
3.2 Should you wish to increase the number of Authorised Users specified in the Order, then in accordance with clauses 10.2 to 10.7, we shall issue a proposed amendment to your Licence and the associated change to the Subscription Fees (the Licence Change). The parties shall sign an additional Order specifying: (i) the increased number Authorised Users who shall be granted the right to use access the Services under the Licence, (ii) the Subscription Fees and (iii) the details of the original Order.
3.3 You must follow any instructions, guidance and policies made available to you by us regarding the Services, including information content made available via the Services.
3.4 You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. You must comply with all Applicable Law with respect to your use of the Services and the information we provide to you.
3.5 These terms do not grant you the right to use any of our, or our affiliates’, trade names, trademarks logos or other branding used with our Services. You may not remove, obscure, or alter any legal notices displayed in or along with our Services or its content.
3.6. You will use the Services, the Service Data and the Documents in a manner that is consistent with the permitted purpose under which the rights have been granted which, for the avoidance of doubt, does not permit an excessive number of downloads of the Service Data and Documents in comparison to the number of subscriptions granted under each licence. Where we, acting with reasonable but absolute discretion, identify an excessive number of downloads are occurring, we reserve the right to increase the Subscription Fees via a Licence Change in accordance with clause 3.2. Prior to initiating an increase pursuant to this clause 3.6, we will discuss the increase in price with you in good faith and will increase the price using the same methodology used to calculate the Subscription Fees. Where we, together, cannot agree to the increase in price then we reserve the right to terminate the Agreement with immediate effect on providing written notice of our intention to do so and in accordance with clause 10.5.
3.7 You shall not: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Documents (as applicable) in any form or media or by any means; (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services; (iii) access all or any part of the Services, Software or Documents, or use the Services Data, to build a product or service which competes with the Services, Software or the Documents; (iv) use the Services, Services Data, Software or Documents to provide services to third parties; (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party except the Authorised Users; or (vi) attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under the Agreement.
3.8 You shall not use the Services to: (a) distribute or transmit any Malware and shall implement procedures in line with good industry practice to prevent such distribution or transmission; (b) store, access, publish, disseminate, distribute or transmit any material which: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property; (vi) for the benefit of any one political candidate, political party, political campaign or advocacy group affiliated exclusively with or formed to benefit any one political candidate, political party or political campaign; (vii) to benefit any government agency operating as an intelligence agency whose purpose is to collect and analyse data on people for the purposes of, but not limited to, counter-terrorism, the creation of watchlists, individual threat assessment or mass-surveillance to support national security, military, and foreign policy objectives; (viii) provide any data to governmental intelligence agency undertaking these or similar activities.
3.9 You undertake that: (i) the maximum number of Authorised Users that you authorise to access and use the Service shall not exceed the number of subscriptions that you have purchased from time to time; (ii) you will not allow or suffer any subscription or SciLeads Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; (iii) you shall permit us or our designated auditor to audit the Services in order to establish the name and password of each Authorised User and the your data processing facilities to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the your normal conduct of business; (iv) you shall supervise and control use of the Services and ensure that they are used by the Authorised Users only in accordance with the terms of the Agreement.
3.10 The rights granted under this clause 3 are granted to you only, and shall not be considered granted to any of your subsidiary or holding companies.
4. BETA AND TRIAL SERVICES
4.1 From time to time, we may provide you with the opportunity for you to access beta or trial services. The beta services are not generally available and may contain bugs, errors or defects. Trial services are only made available to provide you with an opportunity to assess whether you would like to enter into a paid-for Order. We make beta and trial services available at our sole discretion and may discontinue such services immediately without notice.
4.2 Notwithstanding any term to the contrary and to the maximum extent permitted by law, you understand and agree that beta and trial services are provided on and “as is” and “as available” basis and we shall have no liability whatsoever for any loss, damage, costs or expenses arising out of or in connection with beta or trial services.
5. YOUR SCILEADS ACCOUNT
5.1 Access to the SciLeads Platform and Services requires you to establish a SciLeads Account. If you do we will provide directions to help you establish such account.
5.2 The Services, including its content, are intended exclusively for your own account and use. Except as we expressly permit in writing, you are not allowed to share with any third party the Services or any of its content.
5.3 SciLeads Accounts are personal to each Authorised User and account sharing is expressly prohibited. You agree and shall procure that each Authorised User agrees to keep their access credential secure.
5.4 If you learn of any unauthorized use of your password, account or content you obtained, notify us immediately at [email protected].
5.5 You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. We may provide you the right to share content from us with another party, through any sharing function we may provide in the Services. If we provide such feature you must use it pursuant to any directions we provide. In no event may you use third party functions to share our Services including any content from the Services.
6. YOUR CONTENT IN OUR SERVICES
6.1 Some of our Services allow you to submit content (“Your Content”). You may retain ownership of any Intellectual Property Rights, to the extent legally permitted, that you hold in that content. You are solely responsible for the legality, reliability, integrity, accuracy and quality of Your Content.
6.2 When you upload or otherwise submit Your Content using our Services, you give SciLeads a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), share, communicate, publish publicly, display and distribute Your Content. The rights you grant in this license are for the limited purpose of: (i) exercising our rights and performing our obligations under the Agreement; and (ii) operating, promoting, and improving our Services, and to develop new services. This license is irrevocable and continues perpetually even if you stop using our Services or your Agreement for our services expires.
7. DATA PROTECTION
7.1 Our Services provide a unique way of searching and accessing information. When using any information that you obtain through our Services, you are solely responsible for ensuring that you comply with any applicable marketing, data protection and privacy, consumer protection and any other laws in any part of the world, including (without limitation) if you use the data obtained from our services to send any kind of direct marketing.
7.2 Where you receive and use data from our Services, you must ensure that:
7.2.1 you comply with all obligations of any Applicable Law in any part of the world in respect of privacy and processing of personal data, including (where required, but without limitation): (i) providing notice to individuals identified in such data of the processing of their personal data by you; (ii) obtaining a reliable basis of use of such personal data; and (iii) providing opportunities for such individuals to “opt out” or “unsubscribe” from unsolicited direct marketing contact (and actioning all such requests and informing us about such action by the individual); and
7.2.2 such data is only used: (i) by you; (ii) for lawful, reasonable and fair business-to-business purposes; (iii) to enrich existing marketing lists or to make individual and targeted contacts, rather than on a “mass marketing” basis; and
7.2.3 such data is not used: (i) to encourage any illegal, fraudulent, abusive, or other activities; (ii) in connection with credit granting, credit monitoring, account review, collection, insurance underwriting or employment; (iii) for any form of debt collection; (iv) to engage in, or in connection with fraudulent activity; (v) as the sole source of data for hard background check purposes; (vi) to determine eligibility for a government license or benefit; (vii) for any purpose prohibited by applicable data privacy and security laws in any country, including the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR), the UK Data Protection Act 2018 and the UK GDPR as defined in that Act, the California Consumer Privacy Act or any similar state or national laws; (viii) for any purpose other than for business-to-business or recruitment activities (provided at all times that you have a lawful basis to process such information for these activities).
7.3 WE MAKE NO REPRESENTATION OR WARRANTY IN RELATION TO DATA PROVIDED THROUGH OUR SERVICES THAT SUCH DATA MAY BE USED FOR MARKETING PURPOSES, OR THAT ANY INDIVIDUAL IDENTIFIABLE IN SUCH DATA HAS PROVIDED ANY FORM OF CONSENT OR OTHER RIGHT OR BASIS FOR SUCH INDIVIDUAL TO RECEIVING MARKETING. YOU SHALL INDEMNIFY AND HOLD HARMLESS SCILEADS AND ITS AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, AGREEMENTORS, EMPLOYEES AND OTHER REPRESENTATIVES AGAINST AND IN RELATION TO ANY LIABILITY, COST, CLAIMS AND/OR DAMAGES WHATSOEVER ARISING FROM SUCH USE.
7.4 In respect of applicable data protection legislation in the EU and UK, you acknowledge that we each will act as individual and independent “controllers” of personal data for the purposes of applicable data protection legislation in the EU and UK.
7.5 You can find more information about how SciLeads uses and stores content in the privacy policy (https://scileads.com/privacy-policy) or additional terms for particular Services. This clause 7 may be supplemented by additional terms governing the collection, processing and sharing of personal data (or such equivalent expressions), including the SciLeads Data Privacy Addendum.
8. MODIFYING, SUSPENDING AND TERMINATING OUR SERVICES
8.1 We are constantly changing and improving our Services. We may update the Software, Services and Documents from time to time including to add or remove functionalities or features and to reflect changes in laws, technology, industry practice, security requirements and in response to customer feedback. We will endeavour to ensure our updates to the Services or Documents will not materially reduce the functionality or performance of the Services.
8.2 We may suspend access to, or use of, the Services where we reasonably believe that: (i) there is a threat to the security or availability of the Services or the Service Data; (ii) you or your Authorised Users are in breach of the terms of the Agreement and/or (iii) the unauthorised sharing of login credentials has occurred between unauthorised and Authorised users for a greater number of users than that provided for in connection with the relevant licence (as stated in the Order). We will use reasonable endeavours to provide you with notice of any such suspension and to resume access to or use of the Services once the relevant issue has been resolved. Your payment obligations under the Agreement will continue to apply during any such period of suspension.
9. CHARGES AND PAYMENT
9.1 You will pay the subscription fees, based on the total number of licences and users, as set out in the Order (“Subscription Fees”) to us in accordance with this clause 9 and the Order.
9.2 We will have the option to increase the Subscription Fees each year on providing you with 45 days written notice before each Renewal Term. The annual price increase will be at our discretion and in accordance with the prevailing industry rates, taking into account inflation and business operating costs.
9.3 Unless otherwise expressly stated in the Order, we will invoice you using the billing details set out in the Order:
9.3.1 on the Commencement Date, for the Subscription Fees payable in respect of the Initial Term;
9.3.2 at least 30 days prior to each anniversary of the Commencement Date, for the Subscription Fees payable in respect of each Renewal Term;
9.3.3 on the effective date, as set out in the Order, following the approval of a Licence Change for the Subscription Fees due for the additional Authorised Users,
and you shall pay each invoice within 30 days after the date of such invoice.
9.4 All amounts and fees stated or referred to in the Agreement:
9.4.1 shall be payable in the currency stated in the Order;
9.4.2 are non-cancellable and non-refundable;
9.4.3 are exclusive of value added or sales tax, which shall be added to the invoice(s) at the appropriate rate.
9.5 If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies:
9.5.1 we may, on no less than 14 days’ notice and without liability, disable your or any Authorised Users’, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
9.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10. TERM AND TERMINATION
10.1 Unless otherwise expressly stated in the Order and subject to earlier termination in accordance with the Agreement, the Agreement shall commence on the Commencement Date and shall continue for an initial term of 12 months (“Initial Term”) and, thereafter, the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term”), unless:
10.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or
10.1.2 otherwise terminated in accordance with the provisions of the Agreement.
10.2 If we agree to your request for a Licence Change to increase the number of Authorised Users, which shall be at our sole discretion, during the first 6 months of the Initial Term or Renewal Term (as applicable), such additional Authorised Users shall join the Licence for the remainder of the Initial Term or Renewal Term (as applicable). As such, the Licence for the initial and additional Authorised Users shall co-terminate on the same date, in accordance with this Agreement.
10.3 If we agree to your request for a Licence Change to increase the number of Authorised Users, which shall be at our sole discretion, during months 7 to 12 of the Initial Term or Renewal Term (as applicable), the Licence shall continue for the remainder of the Initial Term or Renewal Term (as applicable) plus one further period of 12 months. As such, the Licence for the initial and additional Authorised Users shall co-terminate on the same date, in accordance with this Agreement.
10.4 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
10.4.1 the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
10.4.2 the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.4.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986 and all such analogous laws that may apply, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.4.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.4.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
10.5 We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
10.6 We may, at any time, terminate the Agreement with immediate effect where we suspect that you are acting in a malicious manner that is inconsistent with the grant of rights under these Terms.
10.7 On termination of the Agreement for any reason:
10.7.1 all licences granted by us under the Agreement shall immediately terminate you shall immediately cease all use of the Services, the Documents and Service Data and delete all copies of the Service Data;
10.7.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, except in respect of any Derived Data we have generated during the provision of the Services;
10.7.3 (we may destroy or otherwise dispose of any of Your Content in our possession unless we receive, no later than 10 days after the effective date of the termination of the Agreement, a written request for the delivery to you of the then most recent back-up of Your Content. We will use reasonable commercial endeavours to deliver the back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Your Content and
10.7.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
11. WARRANTIES AND DISCLAIMER
11.1 OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT OR IN WRITING, THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. We MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
11.2 TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, OUR SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
12. CONFIDENTIALITY
12.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, in addition SciLeads’ Confidential Information shall include details of the Services, Documents and Software and the results of any performance tests of the Services, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s Confidential Information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 12.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party may use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12.4 Each party shall be permitted to make a public announcement concerning the Agreement and display the other party’s logo on its website unless the other party notifies the publicising party that it does not consent to such use (such consent not to be unreasonably withheld or delayed).
12.5 Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information (as described in clause 12.1).
12.6 The above provisions of this Clause 1211 shall continue to apply after termination or expiry of the Agreement.
13. LIABILITY
13.1 NOTHING IN THE AGREEMENT LIMITS OR EXCLUDES LIABILITY FOR: (I) ANY DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.SUBJECT TO CLAUSE 13.1, TO THE EXTENT PERMITTED BY LAW, SCILEADS AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, WILL HAVE NO LIABILITY FOR ANY: (I) LOSS OF PROFITS, (II) LOSS OF BUSINESS, (III) WASTED EXPENDITURE, (IV) DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, (V) LOSS OR CORRUPTION OF DATA OR INFORMATION, (VI) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES, OR (VII) IN ANY CIRCUMSTANCES ARISING FROM OR IN CONNECTION WITH YOUR BREACH OF THE CUSTOMER OBLIGATIONS UNDER THESE TERMS.
13.2 SUBJECT TO CLAUSE 13.1, THE TOTAL AGGREGATE LIABILITY OF SCILEADS AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, INCLUDING UNDER ANY INDEMNITY, IS LIMITED TO THE SUBSCRIPTION FEES YOU PAID TO US IN THE PRECEDING 12 MONTHS OF THE DATE THAT SUCH LIABILITY WAS INCURRED. REFERENCES TO LIABILITY IN THIS CLAUSE 13 INCLUDE EVERY KIND OF LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT INCLUDING BUT NOT LIMITED TO LIABILITY IN AGREEMENT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE.
14. INDEMNITY
14.1 YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SCILEADS 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: (I) YOUR USE OF THE SERVICES, SERVICES DATA AND/OR DOCUMENTS; AND/OR (II) YOUR BREACH, INFRINGEMENT OR MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY RIGHTS, PROVIDED THAT: (I) YOU ARE GIVEN PROMPT NOTICE OF ANY SUCH CLAIM; (II) SCILEADS PROVIDES REASONABLE CO-OPERATION TO YOU IN THE DEFENCE AND SETTLEMENT OF SUCH CLAIM, AT YOUR EXPENSE; AND (III) YOU ARE GIVEN SOLE AUTHORITY TO DEFEND OR SETTLE THE CLAIM.
15. ABOUT THESE TERMS
15.1 We may modify these terms or any additional terms that apply to our Services. Where we make any changes, we will post them prominently on our website or the SciLeads Platform or by sending notice to you. Changes will not apply retroactively and will become effective from the date stated no sooner than 14 days after they are posted. However, changes addressing new functions for Services or changes made for legal, regulatory or security reasons may be effective immediately. If you do not agree to the modified terms for the Service, you should immediately discontinue your use of that Service.
16. DISPUTE RESOLUTION
16.1 Exclusive Dispute Resolution Mechanism. Together, the parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute“), under the provisions of clauses 16.2 through 16.4. The procedures set forth in clauses 16.2 through 16.4 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and clauses 16.2 through 16.4 are an express conditions precedent to binding arbitration of the Dispute.
16.2 Negotiations. The parties shall first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves, including not fewer than 2 negotiation sessions by a senior manager for each party. In the event that such Dispute is not resolved on an informal basis within 20 Business Days, either party may, by written notice to the other party initiate mediation under clause 16.3.
16.3 Mediation. Subject to clause 16.2, the parties may submit the Dispute to any mutually agreed mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another in selecting a mediation service and with selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties. The parties further agree that all offers, promises and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
16.4 Arbitration as a Final Resort. If the parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 10 Business Days after the escalation to mediation date, either party may commence binding arbitration. Any commencement of arbitration by either party shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.
17. GENERAL
17.1 Entire Agreement. These Terms and the Order comprise the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements written or oral.
17.2 Force Majeure. Neither party shall be liable to the other by reason of any delay or failure to perform its obligations (other than a payment obligation) under these Terms or for any resulting loss or damage caused if such delay or failure is due to any circumstances beyond the reasonable control of that party including strike, lockout or other industrial dispute, fire, flood, earthquake or other elements of nature, acts of god, acts of war (whether or not war is declared), riots, civil disturbance, acts of terrorism, regulations, orders or requisitions of any government.
17.3 Notices. Any notice or similar communication under this Agreement shall be in writing, in English, and shall be sent via email to [email protected] and [email protected], unless otherwise agreed in writing.
17.4 No Waiver. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Agreement shall not prevent the exercise of that or any other right.
17.5 Survival. Any clause or provision of the Agreement, which by its nature is intended to survive termination or expiration, shall survive termination or expiration of the Agreement.
17.6 Anti-bribery. Both parties shall comply with all Applicable Laws, statues and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 and all such analogous laws that may apply.
17.7 Severability. If any part of the Agreement is deemed illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. Where such modification is not possible, that part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.
17.8 Assignment. You may not assign or transfer any benefit, interest or obligation under the Agreement.
17.9 Third Party Rights. No person that is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 and all such analogous laws that may apply, in respect of the Agreement.
17.10 Marketing and References. You provide your consent to allow SciLeads to use reference to your use of the Services in marketing materials and case studies.
17.11 Choice of Law and Jurisdiction. The Agreement shall be governed by, and construed in accordance with, the laws of England & Wales, without regard to conflict of law provisions. The parties submit to the exclusive jurisdiction of the English courts in respect of all claims, disputes and other matters arising out of, or relating to, the Agreement and in accordance with clause 16.