PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY TO BE SURE YOU UNDERSTAND THEM COMPLETELY. THESE TERMS AND CONDITIONS ARE IN ADDITION TO ANY OTHER SPECIFIC TERMS GOVERNING THE USE OF ANY STRATEGIC NEWS INTERNATIONAL, INC. D/B/A IRAQ OIL REPORT (“IOR”) PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO ANY SUBSCRIPTION-BASED SERVICES.
These Terms and Conditions form part of each agreement between IOR and the client, subscriber or other user (collectively herein, the “Client”) of Licensed Products identified in any subscription, purchase order, IOR invoice or other agreement (individually and collectively, the “Agreement”) between IOR and the Client, and are incorporated in each such Agreement by reference.
1.) Definitions. Unless otherwise defined in the Agreement, capitalized terms therein and herein shall have the below meanings:
"Authorized User" means individual or entity (to the extent a multi-user license is granted by IOR to an entity, then such number of the entity’s current employees, current students, and/or current faculty as may be permitted to access Licensed Products under a license issued by IOR) Clients authorized to access Licensed Products. If an Authorized User is an individual, Licensed Products are for the eyes only and use of that individual, except as permitted herein or otherwise permitted by an Agreement.
"Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights in Materials of every kind and nature, and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (i) through (v) of this sentence.
"Licensed Products" shall mean (i) "Iraq Oil Report", being the written content of IOR located at http://www.iraqoilreport.com/ or otherwise, on the terms set forth in an Agreement, or pursuant to a trial period agreement, and these Terms and Conditions, and each and every other product produced or made available by IOR and available by subscription or other agreement for Client use pursuant to a license granted by, or other agreement with, IOR and (ii) any products or services provided, or made available, by IOR to the Client and not generally available by subscription, on the terms set forth in the Agreement and these Terms and Conditions.
"Materials" means all content, information, algorithms, APIs, apparatus, circuit designs and assemblies, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, web sites, domain names, works of authorship (whether or not copyrighted or subject to copyright), and other forms of technology.
"Site" means IOR’s then current website or websites.
2.) Scope of Use
2.1 Permitted Uses. Each Authorized User, for the Client, is permitted to print or download reasonable portions of the Licensed Products for the purpose(s) set forth herein and/or any Agreement. Unless otherwise specifically provided in an Agreement: (i) an individually licensed Authorized User may, on an occasional and irregular basis and with IOR’s prior written approval, include insubstantial portions of the Licensed Products in the Authorized User’s communications (eg. memoranda, reports, presentations, scholarly works, and articles) to third parties, and (ii) entity Clients with multi-user or corporate subscriptions may use all or portions of the Licensed Products only in communications circulated within the Client. In all cases, the Licensed Products may only be made available by an Authorized User in print or by secure electronic means to each authorized recipient, and each communication of Licensed Products must include copyright notices (from IOR, as applicable) and an original source attribution, in each case, as such notice and attribution is reasonably acceptable to IOR.
2.2 Prohibited Uses. Authorized Users and Clients are not permitted, directly or indirectly, to allow any other person or entity to use or share an Authorized User's user name or password, nor to allow an unauthorized user to have access to the Site, or the Licensed Products, except as specifically permitted herein or otherwise in a specific written authorization from IOR. Any breach of this restriction may result in immediate termination of the Client's (and all of its Authorized Users') access to the Licensed Products and/or the Site, as well as liability for damages. Except as permitted in Section 2.1 above or by prior written consent of IOR, no portion of the Licensed Products may be reproduced or stored in or transmitted to any other web site, newsgroup, mailing list, or electronic bulletin board, or stored in electronic or print form whatsoever. Any use of the Licensed Products other than as specifically permitted within this Section 2 is expressly prohibited. Requests for permission for other uses shall be subject to IOR’s approval, in its sole discretion, and if granted, may be subject to an additional fee and restrictions as IOR deems reasonable.
The Client may not frame or link to the Site or Licensed Products in any way that obscures IOR's copyright, trademark, and/or other proprietary rights notices, or is misleading as to the source of the Site or Licensed Products, or falsely implies a relationship between IOR and the Client.
3.) Intellectual Property Protection
All Intellectual Property Rights in and to the contents and design of the Site, and all materials hosted on the Site and/or distributed in conjunction with the Site, and the Licensed Products (except as may be otherwise specifically provided in the Agreement) and associated documentation, are reserved exclusively to IOR (which for these purposes may include IOR’s suppliers). Except as otherwise specifically provided herein or in the Agreement, the Client is not permitted to use or reproduce, or allow anyone to use or reproduce, any trademarks or other trade names appearing on the Site or in the Licensed Products, for any reason. The software which operates the Site is proprietary software and the Client is not permitted to use it, or any portion thereof, except as expressly allowed under these Terms and Conditions or the Agreement. Such software, or any portion thereof, may not be copied, reverse engineered, modified or otherwise utilized by the Client except for the limited purpose of accessing the Site as presented.
4.) Fees and Payment
Fees, and payment thereof, shall be on terms set forth in the Agreement. The Client shall remit all amounts due on the terms set forth in IOR’s invoice. To the extent payment terms are not otherwise set forth in IOR’s invoice or other Agreement, payment of an IOR invoice within thirty (30) days of the Client’s receipt is a material term of IOR’s agreement to provide Licensed Products to the Client, and the Client’s failure to timely pay any invoice, may, within IOR’s discretion, constitute a basis to immediately terminate any and each IOR Agreement with the Client. The Client shall be responsible for all IOR costs of collection, including actual attorney fees, whether or not a lawsuit is filed.
5.) Audit
For the purpose of confirming the accuracy of the Client's compliance with the terms of the Agreement, including these Terms and Conditions, IOR reserves the right to monitor and record activity on the Site, and access to the Licensed Products.
6.) Term and Termination
6.1 Except as otherwise provided in the Agreement:
(a) Licensed Products subscriptions shall automatically renew at the conclusion of the then-current term unless the Client or IOR gives the other written notice of its intention to terminate not less than thirty (30) days prior to the renewal date of any term, in which case the subscription shall expire on such renewal date.
(b) Either the Client or IOR may terminate a subscription in the event the other party breaches a material provision of the terms set forth in the Agreement or these Terms and Conditions with respect to the subscription and fails to cure such breach, to the extent cure is available, within thirty (30) days after receipt of written notice of such breach, in which case the party not in breach will have the right to terminate the subscription immediately by giving written notice to the party in breach.
(c) The Client shall remain liable for all fees until termination.
6.2 The rights of termination set forth herein are in addition to all other rights or remedies of the Client and IOR provided by law. In the event an Agreement or Service is terminated, the Client’s (and all of its Authorized Users’) right to access and use the Site and Licensed Products, as applicable, will cease immediately.
7.) No Warranty; Disclaimer of Liability; Remedies
7.1 IOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE LICENSED PRODUCTS OR THE SITE, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND TITLE. IN NO EVENT WILL IOR, ITS AGENTS, LICENSORS OR AFFILIATES BE LIABLE FOR PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS), UNDER ANY THEORY, ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE), OR RELIANCE ON, THE LICENSED PRODUCTS OR THE SITE, EVEN IF IOR HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. IOR MAKES GREAT EFFORTS TO INSURE, BUT DOES NOT GUARANTEE, THE ACCURACY, CONTENT, OR TIMELINESS OF THE LICENSED PRODUCTS.
7.2 IOR’s sole obligation, and the Client’s sole remedy, is for IOR to replace Licensed Products, or portions thereof, which, IOR in its sole discretion determines not to meet the product quality IOR expects for itself. Such replacement remedy shall not be deemed to have failed of its essential purpose so long as IOR is willing to replace the subject Licensed Products, or portion(s) thereof. The right to recover damages up to the amount paid by the Client for the Licensed Products at issue (for up to a period of one (1) year) is the Client’s exclusive alternate remedy if the limited replacement remedy is deemed to have failed of its essential purpose.
8.) Security
8.1 The Client will be solely responsible for its Authorized Users’ use of, and access to, the Licensed Products and the Site, and the access by any party using the Client’s Authorized Users’ user names, sign-on passwords, user I.D.'s and/or IP addresses as applicable, whether or not the Client authorized said access. The Client agrees to immediately notify IOR if it becomes aware of any loss or theft of any sign-on password or user I.D. or any unauthorized use of a sign-on password, user I.D., user name or IP addresses, or of the Licensed Products or the Site. The Client shall indemnify, defend and hold IOR harmless for any and all damages threatened or realized as a direct or indirect result of an unauthorized party’s use of an Authorized User’s sign-on password or other security information.
9.) Force Majeure
IOR, its affiliates, and its information providers shall not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of Licensed Products resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of any electronic delivery system (if applicable) or any electronic or mechanical equipment or communication lines, telephone or other interconnect problems, supplier problems, computer viruses, unauthorized access, theft, operator errors, weather, earthquakes, or natural disasters, strikes or other labor problems, wars, governmental or political unrest, governmental restrictions, and/or a hostile work environment.
10.) Taxes
The Client shall be responsible for the proper payment of all taxes which may be levied or assessed based on the Client's use of the Licensed Products, the Site, or on any payments by the Client to IOR hereunder, other than IOR’s income taxes.
11.) Amendment
These Terms and Conditions may only be amended or modified in writing by IOR.
12.) Miscellaneous
12.1 Non-Waiver. No delay or omission on the part of IOR in requiring performance by the Client of its obligations will operate as a waiver of any such right.
12.2 Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served upon a party’s agent, sent by email to the party’s last known e-mail address, or if deposited in a nationally recognized postal or parcel delivery system of the country of mailing (hereafter, the “Mail”), certified or registered, postage prepaid, return receipt requested to the below-identified address of the party. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice of demand is made by email, notice shall be deemed constructively made at the time sent absent an e-mail return or other error notification. If such notice, demand or other communication is given by Mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the Mail addressed to the party to whom such notice, demand or other communication is to be given. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
12.3 No Joint Venture. No joint venture, partnership, employment, or agency relationship exists between the Client and IOR as a result of IOR’s delivery, and the Client’s use, of the Licensed Products.
12.4 Severability/Survival/Statute of Limitations. If any provision of these Terms and Conditions or an Agreement shall be deemed by a Court of competent jurisdiction to be invalid or unenforceable, such shall not render the entirety unenforceable or invalid but rather the Terms and Conditions and/or such Agreement shall be read and be construed as if the invalid or unenforceable provision(s) are not contained therein, and the rights and obligations of the parties shall be construed and enforced accordingly. The Client must file any cause of action it may have with respect to the Licensed Products, these Terms and Conditions or an Agreement within one (1)-year after the cause of action has arisen, or such cause shall be barred, invalid, and void. This one (1)-year limitation shall apply as an agreed-upon contractual limitation notwithstanding any longer statute of limitation that may exist with respect to the cause of action asserted.
12.5 Entire Agreement. These Terms and Conditions, along with, and as specifically modified by, any additional or different terms set forth in an Agreement constitutes the entire agreement between IOR and the Client and any terms implied by law which may be excluded by contract are excluded.
12.6 Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform with respect to agreements between IOR and the Client (and, in the case of the Client, to bind its Authorized Users), and that each person signing any agreement in a representative capacity for the Client can be presumed by IOR to be, and is, properly authorized and empowered to enter into any such agreement.
13.) Governing Law
These Terms and Conditions will be governed by the laws of the State of Michigan, USA without regard for conflicts of laws principles. The parties agree that all disputes shall be resolved in the state or federal courts of competent jurisdiction serving Kalamazoo County, Michigan, USA, which shall have exclusive jurisdiction and venue over the same. The Client consents to the personal jurisdiction of the state and/or federal courts serving Kalamazoo County, Michigan, USA. The Client further expressly agrees that any and all judgments and/or orders issued by the state or federal courts serving Kalamazoo County, Michigan, USA, shall be binding upon the Client and shall be enforceable by any local, state, national, and/or international court.