last revised August 2, 2024
CUSTOMER AGREES THAT THESE SOURCESCRUB ONLINE TERMS AND CONDITIONS APPLY TO THE LICENSED MATERIALS LICENSED TO CUSTOMER BY SOURCESCRUB UNDER A MUTUALLY EXECUTED ORDER FORM THAT REFERENCES THIS ONLINE AGREEMENT. CUSTOMER AND SOURCESCRUB MEAN THE RELEVANT ENTITIES LISTED ON THE ORDER FORM. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. EACH OF THE FOREGOING ENTITIES MAY BE INDIVIDUALLY REFERRED TO AS “PARTY”, OR COLLECTIVELY, THE “PARTIES”. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE ORDER FORM, THE TERMS OF THE ORDER FORM SHALL CONTROL. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
This Agreement is effective as of the Effective Date.
This online agreement was last updated on 2 August 2024.
2.1 Access to Licensed Materials. Sourcescrub will provide the Authorized Users with access to the Licensed Materials set out in the Order Form during the Term for the Customer's Purpose according to the terms and conditions of this Agreement in digital form via password-protected online access and will provide applicable standard support to assist the Customer in accessing the Licensed Materials. Customer acknowledges and agrees that availability of the Licensed Materials is subject to planned maintenance downtime, any unavailability caused by urgent maintenance or a Force Majeure Event.
2.2 License. Subject to the terms and conditions of this Agreement, Sourcescrub hereby grants Customer during the Term a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to allow Authorized Users to access and use the Licensed Materials in accordance with the terms set out int he Order Form for the Customer's Purpose (including such limited exercise of Sourcescrub’s Intellectual Property Rights as is necessary to enable such access and use) and solely for the number of Authorized Users paid for in the Order Form. Authorized Users shall not include or extend to corporate entities, such as Affiliates of Customer, portfolio companies of Customer, or entities formed through reincorporation, merger, acquisition, or other business combination, unless explicitly stated otherwise in the Order Form. Customer is solely responsible for any communications between Customer and a Licensed Materials Contact.
2.3 Service Change. Sourcescrub reserves the right at any time to modify, augment and/or enhance the Licensed Materials and/or discontinue, temporarily or permanently, features or segments of the Licensed Materials. Customer understands and acknowledges that the content of Licensed Materials may change over time as the data is updated, and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time. Certain portions of the Licensed Materials may be provided by Sourcescrub’s third party licensors, and Sourcescrub’s ability to provide such services may be subject to the willingness of such licensors to continue to contract with Sourcescrub. Features and functions of the Sourcescrub Technology are provided “as is” and as they may be modified, supplemented, or removed from time to time in Sourcescrub’s sole discretion.
3.1 Authorized User(s). Customer shall ensure that all Authorized Users are employees and have a valid first name, last name, and email address linked to the Customer domain. Such usernames and passwords may not be shared and may not be used by anyone who is not an Authorized User to gain access to the Licensed Materials. Customer is responsible for maintaining the security of the provided usernames and passwords and accepts all responsibility for all activities that occur under its or its Authorized Users’ accounts. Customer is responsible for compliance with the terms of this Agreement by all Authorized Users.
3.2 End Users. This section 3.2 applies only in the event Sourcescrub has approved Customer's use of the Licensed Materials in an Order Form for the Purpose of its End Users. The Customer may distribute and display the Licensed Material to its End Users only as incorporated with its products and services as an added value and shall not make the Licensed Materials available to third parties (including End Users) in its Raw Format. The Customer will procure that an End User will not include the Licensed Material in any product or service that an End User provides or sells to a third party and shall procure that an End User does not modify, adapt, reutilise, exploit, redistribute, copy or transfer, sublicense, distribute, commercially exploit or otherwise make available any of the Licensed Materials or any output of materials derived therefrom to a third party. Customer shall ensure that an End User uses the Licensed Materials at all times only in accordance with the relevant Restrictions.
3.3 Restrictions. Customer, its Authorized Users and End Users will not (a) reverse assemble, reverse engineer, de-compile, or otherwise attempt to derive source code from any of the Sourcescrub Technology or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the Licensed Materials; (b) except to the extent expressly authorized under the terms and conditions of this Agreement, reproduce, modify, create, or prepare derivative works of any of the Licensed Materials or related documentation; (c) share, sell, resell, rent, assign, distribute, display, publicly perform, lease or otherwise distribute or otherwise transfer rights to the Licensed Materials, or use the Licensed Materials to operate any timesharing, hosting, service bureau, or similar business; (d) create any security interest in the Licensed Materials; (e) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Licensed Materials or related documentation; (f) disclose the results of any Licensed Materials or program benchmark tests to any third parties without Sourcescrub’s prior written consent; (g) employ any measure intended to circumvent limitations to the purchased number of Authorized Users; or (h) use automated means, such as data mining, scraping, spiders, bots, crawlers or similar data gathering or extraction methods to access any Licensed Materials or extract information therefrom (except such means as are included within the Sourcescrub Technology, such as Integration Tools, or such other means as are expressly approved in advance in writing by Sourcescrub); i) use the Licensed Materials to create a competitive product or in a competitive manner to Sourcescrub; (j) share the Licensed Materials to anyone that may be considered a competitor of Sourcescrub; (k) introduce or transmit Viruses onto or via the Licensed Materials and/or (l) except as otherwise agreed in writing by Sourcescrub, permit anyone who is not a Authorized User to view, access, use, download, or print any Licensed Materials; (m) except as otherwise provided in this Agreement, sell, transfer or distribute any part of the Licensed Materials (or any results/ output derived therefrom) to any third party (n) populate, publish, transfer, transmit, input or use the Licensed Materials in a customer relationship management application or other database or a separate platform or service offering, except as explicitly permitted in an Order Form, and/or (o) extract, modify, adapt, reutilise, use, exploit, redistribute, copy or store the Licensed Material for any purpose not expressly permitted by this Agreement.
3.4 Suspension for Unauthorized Use. In the event Sourcescrub has a reasonable belief that Customer or any Authorized User is engaged in or facilitated any unauthorized access or use of the Licensed Materials in violation of this Agreement, Sourcescrub, in its sole discretion, may immediately suspend Customer’s access to the Licensed Materials until such violation is resolved to Sourcescrub’s reasonable satisfaction, provided that Sourcescrub shall first provide reasonable notice to Customer if commercially practicable to do so. Upon suspension under this section, Customer shall not receive any refund. Sourcescrub will have no liability to Customer for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Customer’s obligation to pay the Fees.
4.1 The Customer will: (a) be solely responsible for procuring and maintaining its network connections and telecommunications links to the Licensed Materials, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet, (b) notify Sourcescrub promptly of any unauthorized access or use of the Licensed Materials, (c) comply with Applicable Law, including data protection legislation, applicable to its obligations under this Agreement. Customer shall automatically revoke access to the Licensed Materials if the employment of any Authorized User terminates and shall promptly notify Sourcescrub and take all reasonable steps to ensure that such person ceases accessing the Licensed Materials. Customer may reassign Authorized Users in good faith in the event an Authorized User is no longer an employee of the Customer, up to the number of Authorized Users set out in an Order Form.
4.2 Customer may designate a non-employee (i.e., an independent contractor) as an Authorized User only with Sourcescrub’s prior written consent and provided Customer ensures such non-employee uses the Licensed Materials only as permitted under this Agreement for the Customer’s Purpose.
5.1 Fees. Customer shall pay the Fees to Sourcescrub as set out in the Order Form in accordance with the payment terms set out in the Order Form. All fees will be paid in full without any set-off, counterclaim deduction or withholding (other than any dedication or withholding of applicable tax which is required by law). Sourcescrub is not responsible for any fees associated with payment transfers. Amounts unpaid when due will accrue overdue charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. The Fees may be increased by ten percent (10%) annually starting one year from the Effective Date.
5.2 Taxes. Unless otherwise specified, all charges are exclusive of taxes. Customer will pay all taxes (including sales, use, excise, value added, and gross receipts taxes) levied in connection with the Order Form (whether included on an invoice or identified during an audit), except taxes based upon Sourcescrub’s net income, corporate franchise, business license, payroll withholding or property taxes on Sourcescrub‑owned assets. Customer will provide Sourcescrub with any state tax exemptions in a timely manner. If Sourcescrub does not collect taxes for any reason, Customer remains responsible for remitting taxes when appropriate to the applicable taxing authority as the consumer of the Licensed Materials. The Parties will cooperate with each other in connection with any audit, inquiry, trial, or appeal regarding taxes in connection with the Order Form, including any tax determination or exemption documentation.
5.3 Suspension for Non-payment. If Customer exceeds a contractual limit, Sourcescrub will notify the Customer of the excess use and work with the Customer to seek to reduce the Customer’s use so that it conforms to the contractual limit. If, notwithstanding Sourcescrub’s efforts, the Customer does not abide by a usage limit, the Customer will execute an Order Form for additional quantities of the applicable Licensed Materials promptly upon Sourcescrub’s request and/or pay any invoice for excess usage in accordance with the “Fees and Payment” section herein. If Customer fails to timely make any payment of the Fees, Sourcesrcub may, in its sole discretion, take any or all of the following actions: (a) restrict or suspend Customer’s access to the Licensed Materials until all past-due payments are made, (b) terminate this Agreement, and/or (c) accelerate the payment of Fees such that all unpaid Fees are immediately payable. Restriction or suspension of Customer’s online access to the Licensed Materials during period of non-payment shall have no effect on the Term of this Agreement nor on Customer’s obligation to pay the Fees. The foregoing is not intended to be Sourcescrub’s exclusive remedy and Sourcescrub retains all rights and remedies it may have at law or in equity.
6.1 Each Party represents that it has validly entered into this Agreement, it has the legal power to do so and entering into and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.
6.2 Customer represents, warrants and covenants that it will not, in connection with its use and access of the Licensed Materials: (a) commit, encourage, or conduct any activity that is illegal, or that would constitute a criminal offense, give rise to civil liability, or otherwise violate Applicable Law; (b) violate, plagiarize, or infringe the rights of third parties including any Intellectual Property Rights or another proprietary right; (c) use the Licensed Materials, or any part thereof, to harass or harm any person in any way; or (d) disparage, defame, libel, or make untrue, malicious, or offensive statements about Sourcescrub.
6.3 Sourcescrub warrants during an applicable Term that the Licensed Materials will perform materially in accordance with the published Documentation. For any breach of a warranty above, Customer’s sole and exclusive remedies are those described in section 6.6 below. The undertaking in this section shall not apply to the extent of any non-conformance which is caused by use of the Licensed Materials contrary to Sourcescrub's instructions or modification or alteration of the relevant Licensed Materials by any party other than Sourcescrub or Sourcescrub's duly authorized contractors or agents.
6.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, SOURCESCRUB MAKES NO WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SOURCESCRUB SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT INCLUDING THAT THE CUSTOMER’S USE OF THE LICENSED MATERIALS, OR ANY RESULT OF THE USE THEREOF WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, ACHIEVE ANY INTENDED RESULT, OR THAT SOURCESCRUB WILL CORRECT ALL SERVICES ERRORS. IN ADDITION, SOURCESRUB MAKES NO WARRANTY OF ANY KIND THAT THE RESULTS OBTAINED FROM THE LICENSED MATERIALS WILL BE ACCURATE, TIMELY OR RELIABLE.
6.5 SOURCESCRUB 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, AND THE CUSTOMER ACKNOWLEDGES THAT THE LICENSED MATERIALS MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SOURCESCRUB IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE LICENSED MATERIALS THAT ARISE FROM THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. THIRD PARTY CONTENT IS PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
6.6 FOR ANY BREACH OF THE WARRANTY IN SECTION 6.3, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SOURCESCRUB’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT LICENSED MATERIALS THAT CAUSED THE BREACH OF WARRANTY, OR, IF SOURCESCRUB CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE ORDER FORM COVERING THE DEFICIENT LICENSED MATERIALS AND SOURCESCRUB WILL REFUND TO CUSTOMER THE PRE-PAID FEES FOR THE TERMINATED LICENSED MATERIALS FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
7.1 Customer acknowledges and agrees that the Licensed Materials or any information derived from the Licensed Materials and all aspects of them, and any related documentation, including the content, layout, functions, design, appearance, and other Intellectual Property Rights of the foregoing, are the proprietary intellectual property of Sourcescrub and/or its licensors, whether or not such Licensed Materials are copyrighted or patented. Customer further agrees that the original and any copies of the Licensed Materials is and shall at all times be the sole and exclusive property of Sourcescrub, and Customer will take no action in contravention of this fact. Customer does not and will not acquire any ownership in the Licensed Materials or any part thereof, including information voluntarily provided by Customer to Sourcescrub that is incorporated into the Licensed Materials; and Customer expressly disclaims and waives any and all claims to any ownership interest in any such information or Licensed Materials, including any Licensed Materials that Customer downloads, prints, or saves. Customer further acknowledges and agrees that the Licensed Materials, in whole or in part, is unique, special, and valuable. Subject to the limited rights expressly granted hereunder, Sourcescrub, its Affiliates and/or its licensors reserve all right, title, and interest in and to the Licensed Materials, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. All other trademarks, registered trademarks, product names, and company names or logos mentioned in or on the Licensed Materials are the property of Sourcescrub.
8.1 Term and Renewal. The Term shall be as specified in the applicable Order Form. The license will automatically renew for additional periods equal to length of the initial term unless either Party gives the other written notice (email acceptable) at least 60 days before the end of the relevant Term. No response from the Customer with respect to renewal shall constitute the Customer’s consent to renew.
8.2 Termination. A Party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or the other Party ceases, or threatens to cease, to trade. If this Agreement is terminated by Customer in accordance with the termination section above, Sourcescrub will refund Customer any prepaid fees covering the remainder of the term of the Order Form after the effective date of termination. If this Agreement is terminated by Sourcescrub in accordance with the termination section above, in addition to any other rights or remedies available to Sourcescrub, Customer will pay any unpaid fees covering the remainder of the Term of the Order Form to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Sourcescrub for the period prior to the effective date of termination.
8.3 Effect of Termination. Except as otherwise expressly provided in an Order Form, upon expiration or termination of this Agreement for any reason Sourcescrub shall automatically terminate Customer's access to the Licensed Materials, all passwords and individual accounts will be removed, and all information uploaded into Sourcescrub's systems by Customer will be deleted. Customer agrees to destroy any and all copies of Licensed Materials and any information it has obtained from the Licensed Materials, whether in hard copy or electronic form and will make no further use of any Licensed Materials including any equipment, property, materials and other items (and all copies of them) belonging to Sourcescrub. Within 45 days of receiving a request from Sourcescrub, Customer agrees to certify, by a duly authorized person, that the Licensed Materials have been returned, deleted or destroyed from its systems, services and any other location where the Customer retains Licensed Materials.
8.4 Survival. Any provision of this Agreement or an Order Form which contemplates performance or observance subsequent to any termination or expiration (in whole or in part) will survive any such termination or expiration and continue in full force and effect.
9.1 “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without using or accessing Sourcescrub’s Confidential information.
9.2 The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
9.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
9.4 Without limiting the generality of the definition of “Confidential Information” above, Customer agrees that the following shall be considered the confidential information of Sourcescrub: (a) this Agreement and the terms and conditions on any Order Form (including pricing), (b) the Licensed Materials, and (c) any software, inventions, trade secrets, know-how, business plans, customer lists, product designs, technical and financial information. The obligations in this Section will survive until the Confidential Information meets the criteria of an exception set out in section 9.1. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” SOURCESCRUB MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
10.1 Sourcescrub shall defend the Customer, its officers, directors and employees against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the Sourcescrub Technology infringes any patent, copyright or database right of any such third party effective as of the Effective Date (“Claim”) and shall indemnify the Customer for any amounts finally awarded against the Customer in judgment or settlement of the Claim(s). This section states the Supplier's sole liability to, and the Customer's exclusive remedy against the other party for any claim or proceeding subject to indemnification hereunder.
10.2 If the Sourcescrub Technology becomes, or in Sourcescrub’s opinion is likely to become, the subject of an infringement or misappropriation claim, Sourcescrub may, at its option, obtain for the Customer the right to continue using the Sourcescrub Technology, replace or modify the Sourcescrub Technology so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to the Customer and refund the Customer any prepaid Fees paid to Sourcescrub covering the remainder of the term of the terminated subscriptions. Sourcescrub shall have no liability if the alleged infringement is based on: (a) the combination of the Sourcescrub Technology with other materials or data not provided by Sourcescrub; (b) a modification of the Sourcescrub Technology, in whole or in part, by anyone other than Sourcescrub; (c) a Claim against Customer arises from Customer’s breach of this Agreement; or (d) Customer's use of the Sourcescrub Technology after notice of the alleged or actual infringement from Sourcescrub or any appropriate authority. This section states Customer’s sole and exclusive rights and remedies, and Sourcescrub’s entire obligations and liability for claims arising out of this section.
10.3 Customer agrees to indemnify, defend, and hold harmless Sourcescrub and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (a) Customer’s access or use of the Licensed Materials in violation of any Applicable Law, (b) Customer’s sending of any information, messages, or materials to any Licensed Materials Contact (including through e-mail, mail, or fax) in violation of any Applicable Law or the rights of any third party, (c) the use of any Licensed Materials or Sourcescrub Technology by any third party to whom Customer has granted access (including access obtained by such third party through use of the usernames and passwords assigned to Customer and its personnel), (d) any infringement claim based upon the Licensed Materials or any use of the Licensed Materials in combination with other products, equipment, software or data not supplied by Sourcescrub, and/or (e) Customer’s fraud, gross negligence or wilful misconduct.
10.4 As a condition to any right to indemnification under this Agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the Claim, (b) give the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle Claim unless it unconditionally releases the Indemnified Party of all liability), and (c) give the indemnifying party all reasonable assistance, at the Indemnifying Party’s expense.
11.1 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE LICENSED MATERIALS BY THE CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. SOURCESCRUB SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO SOURCESCRUB BY THE CUSTOMER IN CONNECTION WITH THE LICENSED MATERIALS, OR ANY ACTIONS TAKEN BY SOURCESCRUB AT THE CUSTOMER’S DIRECTION. SOURCESCRUB DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF THE LICENSED MATERIAL, AND CUSTOMER ACKNOWLEDGES THAT SOURCESCRUB WILL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF ANY FAULT, INTERRUPTION OR DELAY IN ANY SERVICE OR OUT OF ANY INACCURACY, ERROR OR OMISSION IN ANY LICENSED MATERIAL SUPPLIED TO CUSTOMER, HOWEVER SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE.
11.2 NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW.
11.3 IN NO EVENT WILL SOURCESCRUB OR ITS AFFILIATES BE LIABLE, (REGARDLESS OF WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY) FOR: (A) ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OR SALES, DEPLETION OF GOODWILL OR REPUTATION, PURE ECONOMIC LOSS IN EACH CASE WHETHER DIRECT OR INDIRECT OR LOST DATA OR DATA USE; (B) ANY WEBSITE OR NETWORK DOWNTIME; (C) ANY COST OF PROCURING SUBSTITUTE LICENSED MATERIAL; AND/OR (D) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER INDIRECT DAMAGES OF ANY KIND, HOWEVER ARISING, WHETHER RELATING TO THIS AGREEMENT, ANY ORDER FORM, THE PROVISION OF LICENSED MATERIAL HEREUNDER, OR OTHERWISE, WHETHER OR NOT SUCH LOSSES ARE FORESEEABLE AND EVEN IF SOURCESCRUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER HEREBY EXPRESSLY WAIVES ANY RIGHT TO MAKE ANY CLAIMS TO THE CONTRARY.
11.4 SUBJECT TO SECTION 11.2 AND 11.3, SOURCESCRUB’S (AND ITS AFFILIATE’S) TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SOURCESCRUB IN CONNECTION WITH THE SERVICE(S) GIVING RISE TO SUCH DAMAGES OVER THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TIME AT WHICH THE EVENT RESULTING IN LIABILITY OCCURS.
12.1 Customer grants permission to Sourcescrub to use Customer's name and logo in its general marketing efforts. Any other use to which Sourcescrub wishes to use Customer’s name and logo is permitted only upon Customer’s prior written consent.
13.1 Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent; provided, however, the Sourcescrub may assign this Agreement in its entirety (including all Order Forms), without Customer’s consent to its Affiliate or in connection with a reincorporation, merger, acquisition, corporate reorganization, sale of all or substantially all its assets purchase, or other business combination provided that any such assignee fulfills Sourcescrub’s obligations set forth in these Terms. In addition, Sourcescrub is entitled to subcontract the performance of any of its obligations under the Order Form but shall remain liable for its obligations under an Order Form to the same extent as if it is had carried out the work itself. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any assignment or delegation in violation of these Terms shall be void.
13.2 In the event Customer undergoes any corporate restructure that results in a successor entity (“Corporate Restructure”), Customer shall be strictly prohibited from providing the Licensed Materials or access to the Licensed Materials to any additional Authorized Users created after the Corporate Restructure. Upon its Corporate Restructure, the Customer will not be able to add additional Authorized Users for use related to the Corporate Restructure unless otherwise agreed to by Sourcescrub in writing.
14.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by email to the other Party at its address or email address set out in the Order Form for the attention of the General Counsel or such other address or email address as may have been notified by that Party to the other Party for such purposes.
14.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A correctly addressed notice sent by email shall be deemed to have been received at 9 a.m. on the next Business Day after termination.
15.1 NEITHER PARTY SHALL BE IN BREACH OF THIS AGREEMENT NOR LIABLE FOR DELAY IN PERFORMING, OR FAILURE TO PERFORM, ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT IF SUCH DELAY OR FAILURE RESULTS FROM A FORCE MAJEURE EVENT. THE PARTY AFFECTED BY THE FORCE MAJEURE EVENT SHALL USE REASONABLE ENDEAVOURS TO MITIGATE THE EFFECT OF THE FORCE MAJEURE EVENT AND TO RECOMMENCE PERFORMANCE OF ITS OBLIGATIONS UNDER THE ORDER FORM AS SOON AS IS REASONABLY PRACTICABLE. IN SUCH CIRCUMSTANCES THE AFFECTED PARTY SHALL BE ENTITLED TO A REASONABLE EXTENSION OF THE TIME FOR PERFORMING SUCH OBLIGATIONS, PROVIDED THAT IF THE PERIOD OF DELAY OR NON-PERFORMANCE CONTINUES FOR THREE MONTHS, THE PARTY NOT AFFECTED MAY TERMINATE THIS AGREEMENT BY GIVING 30 DAYS' WRITTEN NOTICE TO THE OTHER PARTY.
Customer agrees to pay all costs incurred by Sourcescrub in endeavouring to enforce these Terms, including reasonable attorney fees. Customer’s breach shall have no effect on Customer's obligation to pay the Sourcescrub Fees.
These Terms shall be construed in accordance with and governed for all purposes by the laws of the State of California without regard to choice of law principles. The Parties agree that the courts of the State of California shall have exclusive jurisdiction over any and all disputes arising from this Agreement and the applicable Order Form(s) and that neither Party will bring any action hereunder in any other jurisdiction.
The waiver by either Party of a breach of, or default under, any provision this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any forbearance or delay on the part of either Party in enforcing any provision of this Agreement or any of its rights hereunder be construed as a waiver of such provision or of a right to enforce the same for such occurrence or any future occurrence.
If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the Parties underlying the invalid, illegal or unenforceable provision.
To the extent Sourcescrub is processing any “personal data” or “personal information” as those terms are defined and understood under Applicable Law (PII), the Parties will comply with the terms and conditions of the Data Processing Agreement (“DPA”) posted at https://www.sourcescrub.com/legal/data-processing. Each Party shall implement and maintain commercially-reasonable administrative, physical, technical, and organizational security measures (“Security Measures”) to protect the confidentiality, integrity, and availability of all Confidential Information of the other Party in its possession or under its control (including all PII) against unauthorized or unlawful access, processing, transmission, storage, destruction, loss, alteration, or disclosure, including where transmitted over a network. Upon request, each Party will provide the other Party with a copy of its then-current Security Measures, which, for the avoidance of doubt, is Confidential Information of the Disclosing Party for purposes of this Agreement.
These Terms together with all applicable Order Forms constitute the entire agreement between the Parties and supersede all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. No material modifications or amendments to the Order Form shall be valid except by written agreement signed by duly named representatives of Sourcescrub and Customer. The Parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the Order Form and (b) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
The Parties may sign and deliver an Order Form by facsimile, electronic mail, physical delivery, or PDF transmission. The Parties agree that the delivery of an Order Form by facsimile, electronic mail, or PDF transmission shall have the same force and effect as delivery of original signatures and that each Party may use such facsimile, electronic mail, or PDF signatures as evidence of the execution and delivery of the Order Form and acceptance of these Terms by the Parties to the same extent that an original signature could be used.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Licensed Materials. Such export laws govern use of the Licensed Materials (including technical data) and any Licensed Materials deliverables provided under this Agreement. Each Party agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from Licensed Materials will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. Sourcescrub and the Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or in violation of any U.K. or U.S. or other applicable export law or regulation.
Customer acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws. The Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Sourcescrub employee or agent in connection with this Agreement. If Customer learns of any violation of the above restriction, it will promptly notify Sourcescrub.
25.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.
25.2 No amendment, modification, variation or supplement to the Order Form or this Agreement shall be effective unless it is in writing and signed by the Parties (or their named representatives).
25.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
25.4 Each Party acknowledges that, in entering into this Agreement and the documents referred to in it, it has not relied and does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) of any person (whether a Party to this Agreement or not) other than as expressly set out in this Agreement or those documents. Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement.
25.5 Any action to enforce or interpret this Agreement, or to resolve disputes with respect thereto, may be submitted to mediation by the agreement of the Parties; provided that, if no resolution is so obtained, a dispute (except with respect to disputes regarding intellectual property rights) shall then be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association prior to any litigation. Any Party may commence arbitration by sending a written demand for arbitration to the other Party. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of mediation and/or arbitration shall be in California. All decisions of the arbitrator shall be final, binding, and conclusive on the Parties. Judgment upon a final arbitration decision may be entered by any court of competent jurisdiction in California. The prevailing Party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. Notwithstanding the foregoing, Customer acknowledges that, in the event of imminent, irreparable harm to it, the rights of Sourcescrub hereunder may not be adequately protected by remedies available to it at law and therefore Customer agrees that Sourcescrub shall be entitled to seek injunctive relief in addition to all legal remedies for any breach thereof. Disputes regarding intellectual property rights may be referred to a court of competent jurisdiction at any time.
