Contracts
MASTER SUBSCRIPTION AGREEMENT
Effective December 4th 2024
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MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, including all exhibits and attachments hereto, ("MSA") is made effective as of the date of the last party to sign below (“Effective Date”) by and between CB Information Services, Inc., (“CB Insights”), a Delaware corporation and the company as defined in the signature block below (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services; License Grant; Restrictions.
- Provision of Services. Subject to the Customer’s obligations herein, CB Insights hereby grants to Customer during the applicable Subscription Term, a limited, revocable, non-sublicensable, non-transferable (except as provided herein), non-exclusive right and license to use the Services and access the Licensed Materials in accordance with these terms and all Order Forms or Webpage Checkouts, as applicable. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as any applicable limitations on use of the Services, Fees, the Subscription Term, the number of permitted Users and the permitted scope of use of the Services. Only authorized individuals shall be designated to receive access to the Services. The rights granted in a License are granted only to Customer and do not extend to Customer’s shareholders, parents, subsidiaries, or Affiliates, except for an Affiliate who is a party to an Order Form with CB Insights hereunder pursuant to Section 9(b) below. The Order Form or Webpage Checkout will identify whether Customer purchased access to the Services for a set number of individual Users (“User Limit”) or a firm-wide access (“Firm-wide Access”). For Services purchased through an Order Form, Customer may switch Users under a License, provided that the number of Users does not exceed the User Limit noted on the Order Form. Violation of these restrictions, including sharing User accounts with any unauthorized individuals, will be considered a material breach by Customer.
- Authorized Use of the Services. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Customer’s internal business activities, which include: (i) storing Licensed Materials on computers, devices, or locations owned by or under Customer’s control (which may include commercial cloud storage); (ii) extracting, quoting, and/or distributing limited selections of Licensed Materials in work product for distribution throughout Customer’s organizations to support Customer’s businesses (“Work Product”); (iii) excerpting and distributing limited and insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support Customer’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to CB Insights, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language; and (iv) sharing with Users excerpts of long-form research available within the research portal of the platform (“Research”) in accordance with this MSA.
- Limitations/Restrictions. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Licensed Materials in connection with the development of any software program, model, algorithm, or other generative AI tool, including training or teaching any large language model or other artificial intelligence algorithm; (iii) generate substitute content or develop any competing products, services, or technology; (iv) scrape, strip, mine, or manipulate the Services, including through introduction of software or automated agents such as a bot or webcrawler; (v) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (vi) use the Services in a manner contrary to or in violation of any applicable laws; (vii) use the Services in any manner except as expressly permitted in this MSA; (viii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (ix) decompile or reverse engineer any software relating to the Services; or (x) use the Services in any manner which competes against CB Insights.
- AI-powered Functionality. Certain features of the Services may be powered by large language model(s) or other artificial intelligence algorithm(s) (“AI-powered Functionality”) and if Customer uses such functionality, the terms of this Section apply. Customer may provide input to the AI-powered Functionality through freeform text (“Input") or via selection of pre-determined sets of skills and the Services may generate responsive output based on the Input and skills selection (“Output”). As between Customer and CB Insights, CB Insights retains all rights, title, and interest in and to all Output. If Output is configured for a Customer based on the Customer’s platform usage history (for example, saved searches), CB Insights agrees it will not share such configured Output with other CB Insights customers. In addition, CB Insights agrees it will not use Customer Data to train or teach the large language model(s) or artificial intelligence algorithm(s) engaged by CB Insights to power the AI-powered Functionality. Customer remains responsible for all Input provided to the Services, and Customer represents and warrants that it: (i) has all rights, licenses, and any other permissions necessary to provide the Input, and (ii) will not provide any Input that (x) is illegal, fraudulent, abusive, or harmful, (y) infringes the rights of privacy or publicity of any third party, or infringes, violates, or misappropriate any patent, copyright, trademark, or trade secret right of any third party, or (z) contains any Confidential Information or any information relating to an identified or identifiable natural person, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection law(s). Customer acknowledges that Output may be inaccurate, include misleading results, and other CB Insights customers may receive similar or even identical Output from the Services.
- Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights has no liability to Customer, Users, or any other person or entity for Customer’s use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that Customer’s use of such websites will be governed by separate terms between the Customer and such third-party website provider.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees (and shall compel its Users to agree): (i) to provide accurate and truthful registration information to CB Insights (subject to all confidentiality obligations stated herein) as part of the registration process for a single User only; (ii) to enable Users to access the Services only during the Subscription Term and through the User ID; and (iii) to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, with any person other than as directed by Customer or permitted by CB Insights in writing. CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
2. Fees and Payment Terms
- Fees; Payments; Taxes. Customer will pay CB Insights all Fees in accordance with this Section 2 and the payment terms in the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unused Fees will be refunded in a prorated amount. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
- True-Up Rights. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up amount based on the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout and commencing on the date additional Users were added; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
3. Proprietary Rights; Privacy and Compliance Obligations.
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license. Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, whether pre-existing, or created after the Effective Date, including any modifications, enhancements, and derivatives thereof (including without limitation, metrics, data and information generated by such Services and software). Except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. None of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States. To the extent Customer provides CB Insights with any verbal or written ideas, comments or suggestions with respect to the Services or Licensed Materials (“Feedback”), Customer assigns and transfers to CB Insights all rights and interests in the Feedback, including any derivatives of such Feedback.
- Privacy and Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor Customer and its Users’ use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users. By using the Services, Customer agrees that CB Insights may use Customer Data for the purposes of (i) providing, maintaining, and improving the Services; (ii) providing Customer with personalized information and content based on Customer’s activities and interests communicated or provided to CB Insights. CB Insights agrees to treat Customer Data in accordance with the CB Insights Privacy Policy and Data Processing Addendum, each located at legal.cbinsights.com. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
4. Confidentiality
- Confidentiality. CB Insights and Customer understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, Confidential Information of the other Party. Each Party (on its behalf and on behalf of its subcontractors, employees, or representatives and agents of any kind) agrees to hold and treat all Confidential Information of the Party in confidence and will protect the Confidential Information of the other Party with the same degree of care as each Party uses to protect its own Confidential Information of like nature, but in any case, no less than a reasonable standard of care. Confidential Information will not, without the prior written consent of the other Party, be disclosed to any third party, except (i) the receiving party may disclose Confidential Information of the disclosing party on a need-to-know basis to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who are bound by written agreements requiring the protection of such Confidential Information; (ii) its vendors or subcontractors on a need-to-know basis and under confidentiality obligations no less restrictive than those contained herein; or (iii) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section 4, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the availability and advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems.
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS’ LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF CUSTOMER DATA; OR (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
- Transcript Disclaimer. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Transcript. Any statements, views or opinions contained in any Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Transcript, to the fullest extent permitted by law.
6. Indemnification
- Indemnification by CB Insights. Subject to the provisions of 6(c), CB Insights will defend and pay the defense costs, indemnify and hold harmless Customer, and its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), awarded by a court of competent jurisdiction to a third-party for third-party Claims (defined below) against CB Insights based on allegations that the Services, when used by Customer in accordance with the terms herein, infringe such third-party’s registered patents, copyrights, or trademarks. CB Insights indemnification obligations shall not apply to the extent the Claim arises from (i) Customer’s operation or use of the Services in combination with other Customer or third-party technology; (ii) the acts or omission of Customer or any of its Representatives; or (iii) any modification or alteration of the Services (other than by CB Insights). The indemnification set forth in this Section 6(a) is CB Insights’ entire liability and Customer’s sole and exclusive financial remedy for such third-party Claims.
- Indemnification by Customer. Subject to the provisions of 6(c), Customer will defend and pay the defense costs, indemnify and hold harmless CB Insights, and its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses awarded by a court of competent jurisdiction to a third-party for third-party Claims against CB Insights based on allegations that: (i) Customer Data provided to CB Insights infringes such third-party’s registered patents, copyrights or trademarks; or (ii) Customer’s failure to comply with its obligations in Section 1(d) or 1(e). Customer’s indemnification obligations shall not apply to the extent the third-party Claim arises from acts or omissions of CB Insights. The indemnification set forth in this Section 6(b) is Customer’ entire liability and CB Insights’ sole and exclusive financial remedy for such third-party Claims.
- Indemnification Conditions. The indemnification obligations under this Section 6 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party of any claim of which it becomes aware that is subject to indemnification under this Section 6, (ii) granting sole control of the defense or settlement of the claim to the indemnifying party, provided, however, that no settlement will obligate or impose liability on any indemnified party in any way without the written approval of the indemnified party, including without limitation, any determination of admission regarding any indemnified party’s interest. The indemnified party may participate, at its sole expense, in the defense of any such Claim provided that such participation is not disruptive to the indemnifying party’s defense of the Claim. A “Claim” as used herein means any action brought against an indemnified party in respect of any allegation for which indemnity may be sought pursuant to Section 6(a) and 6(b), respectively. In the event of an Infringement Claim under Section 6(a) above, CB Insights may, at its sole option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item or modify such item to make it non-infringing and functionally equivalent, or if neither option (i) nor (ii) is commercially feasible, (iii) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and provide a pro-rated refund to Customer for any pre-paid but unused Fees for the Services as of the date of termination.
7. Limitation of Liability
- Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNTS PAID OR PAYABLE TO CB INSIGHTS BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE (THE “LIABILITY CAP”) FOR CLAIMS ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
- EXCEPTIONS. THE FOREGOING LIMITATION IN SECTION 7(B) WILL NOT APPLY TO A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 4. THE FOREGOING LIMITS IN SECTIONS 7(A) AND 7(B) WILL NOT APPLY TO CUSTOMER’S BREACH OF SECTION 1(D) OR 1(E); OR (iii) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified therein. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least ninety (90) days prior to such date. Notice must be provided to cancellations@cbinsights.com.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout immediately upon written notice to the other party in the event (i) such other Party has committed a material breach of this MSA that remains uncured thirty (30) days after initial written notice of such breach; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. Neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination or expiration of this MSA, an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must promptly delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in articles, blogs, or other content or materials that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies. Customer is prohibited from using Licensed Materials after termination in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials have been destroyed as required herein.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3, 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. CB Insights hereby rejects any terms or conditions (“Form Terms”) appearing on any purchase order or other supplements that are in addition to, or different from, the terms and conditions of this MSA, and the parties agree that all such Form Terms shall be void and of no force or effect.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c) or 1(d), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Beta/Early Access Releases. From time to time, CB Insights may offer Customer the opportunity to use certain experimental features within, or versions of, the Services that are made available on a trial basis (each a “Beta Release”). ALL BETA RELEASES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND. Use of any Beta Release is solely at Customer’s risk and, notwithstanding anything to the contrary, CB Insights will have no liability related to Customer’s use of any Beta Release. CB Insights may modify or remove any Beta Release at any time. Use of any Beta Release may be subject to additional terms and conditions available here.
- Product and Service Improvements. CB Insights reserves the right to revise or discontinue certain features or content of the Services if, in CB Insights’ sole discretion, such action is necessary for the provision of the Services or such discontinuation or revision does not materially diminish the functionality of the Services.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this MSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business, and Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
10. Definitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “CB Insights Property” means the Services, all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, all Output, including any modifications, enhancements, and derivatives thereof (including, without limitation, any information, data, or other content generated by or derived from the Services, but not including Customer Data), and all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights, including Input, and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, Output, products and information displayed and/or otherwise provided by the Services.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports, including Transcripts, provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- "Transcript" means a transcript of a scripted conversation with a third party, such as a software buyer or an investor (respectively, a “Buyer Transcript” or “Investor Transcript”), or a transcript of a company earnings call (an “Earnings Transcript”). Additional information \about Transcripts is available here.
- “User” means a person who is either directly employed by Customer or is using the Services on behalf of Customer and has an email address with Customer’s organization and is the recipient of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Effective December 4th 2024 to December 4th 2024
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, including all exhibits and attachments hereto, ("MSA") is made effective as of the date of the last party to sign below (“Effective Date”) by and between CB Information Services, Inc., (“CB Insights”), a Delaware corporation and the company as defined in the signature block below (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Services; License Grant; Restrictions.
- Provision of Services. Subject to the Customer’s obligations herein, CB Insights hereby grants to Customer during the applicable Subscription Term, a limited, revocable, non-sublicensable, non-transferable (except as provided herein), non-exclusive right and license to use the Services and access the Licensed Materials in accordance with these terms and all Order Forms or Webpage Checkouts, as applicable. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as any applicable limitations on use of the Services, Fees, the Subscription Term, the number of permitted Users and the permitted scope of use of the Services. Only authorized individuals shall be designated to receive access to the Services. The rights granted in a License are granted only to Customer and do not extend to Customer’s shareholders, parents, subsidiaries, or Affiliates, except for an Affiliate who is a party to an Order Form with CB Insights hereunder pursuant to Section 9(b) below. The Order Form or Webpage Checkout will identify whether Customer purchased access to the Services for a set number of individual Users (“User Limit”) or a firm-wide access (“Firm-wide Access”). For Services purchased through an Order Form, Customer may switch Users under a License, provided that the number of Users does not exceed the User Limit noted on the Order Form. Violation of these restrictions, including sharing User accounts with any unauthorized individuals, will be considered a material breach by Customer.
- Authorized Use of the Services. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Customer’s internal business activities, which include: (i) storing Licensed Materials on computers, devices, or locations owned by or under Customer’s control (which may include commercial cloud storage); (ii) extracting, quoting, and/or distributing limited selections of Licensed Materials in work product for distribution throughout Customer’s organizations to support Customer’s businesses (“Work Product”); (iii) excerpting and distributing limited and insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support Customer’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to CB Insights, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language; and (iv) sharing with Users excerpts of long-form research available within the research portal of the platform (“Research”) in accordance with this MSA.
- Limitations/Restrictions. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Licensed Materials in connection with the development of any software program, model, algorithm, or other generative AI tool, including training or teaching any large language model or other artificial intelligence algorithm; (iii) generate substitute content or develop any competing products, services, or technology; (iv) scrape, strip, mine, or manipulate the Services, including through introduction of software or automated agents such as a bot or webcrawler; (v) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (vi) use the Services in a manner contrary to or in violation of any applicable laws; (vii) use the Services in any manner except as expressly permitted in this MSA; (viii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (ix) decompile or reverse engineer any software relating to the Services; or (x) use the Services in any manner which competes against CB Insights.
- AI-powered Functionality. Certain features of the Services may be powered by large language model(s) or other artificial intelligence algorithm(s) (“AI-powered Functionality”) and if Customer uses such functionality, the terms of this Section apply. Customer may provide input to the AI-powered Functionality through freeform text (“Input") or via selection of pre-determined sets of skills and the Services may generate responsive output based on the Input and skills selection (“Output”). As between Customer and CB Insights, CB Insights retains all rights, title, and interest in and to all Output. If Output is configured for a Customer based on the Customer’s platform usage history (for example, saved searches), CB Insights agrees it will not share such configured Output with other CB Insights customers. In addition, CB Insights agrees it will not use Customer Data to train or teach the large language model(s) or artificial intelligence algorithm(s) engaged by CB Insights to power the AI-powered Functionality. Customer remains responsible for all Input provided to the Services, and Customer represents and warrants that it: (i) has all rights, licenses, and any other permissions necessary to provide the Input, and (ii) will not provide any Input that (x) is illegal, fraudulent, abusive, or harmful, (y) infringes the rights of privacy or publicity of any third party, or infringes, violates, or misappropriate any patent, copyright, trademark, or trade secret right of any third party, or (z) contains any Confidential Information or any information relating to an identified or identifiable natural person, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection law(s). Customer acknowledges that Output may be inaccurate, include misleading results, and other CB Insights customers may receive similar or even identical Output from the Services.
- Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights has no liability to Customer, Users, or any other person or entity for Customer’s use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that Customer’s use of such websites will be governed by separate terms between the Customer and such third-party website provider.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees (and shall compel its Users to agree): (i) to provide accurate and truthful registration information to CB Insights (subject to all confidentiality obligations stated herein) as part of the registration process for a single User only; (ii) to enable Users to access the Services only during the Subscription Term and through the User ID; and (iii) to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, with any person other than as directed by Customer or permitted by CB Insights in writing. CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
Fees and Payment Terms
- Fees; Payments; Taxes. Customer will pay CB Insights all Fees in accordance with this Section 2 and the payment terms in the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unused Fees will be refunded in a prorated amount. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
- True-Up Rights. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up amount based on the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout and commencing on the date additional Users were added; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
Proprietary Rights; Privacy and Compliance Obligations.
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license. Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, whether pre-existing, or created after the Effective Date, including any modifications, enhancements, and derivatives thereof (including without limitation, metrics, data and information generated by such Services and software). Except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. None of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States. To the extent Customer provides CB Insights with any verbal or written ideas, comments or suggestions with respect to the Services or Licensed Materials (“Feedback”), Customer assigns and transfers to CB Insights all rights and interests in the Feedback, including any derivatives of such Feedback.
- Privacy and Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor Customer and its Users’ use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users. By using the Services, Customer agrees that CB Insights may use Customer Data for the purposes of (i) providing, maintaining, and improving the Services; (ii) providing Customer with personalized information and content based on Customer’s activities and interests communicated or provided to CB Insights. CB Insights agrees to treat Customer Data in accordance with the CB Insights Privacy Policy and Data Processing Addendum, each located at legal.cbinsights.com. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
Confidentiality
- Confidentiality. CB Insights and Customer understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, Confidential Information of the other Party. Each Party (on its behalf and on behalf of its subcontractors, employees, or representatives and agents of any kind) agrees to hold and treat all Confidential Information of the Party in confidence and will protect the Confidential Information of the other Party with the same degree of care as each Party uses to protect its own Confidential Information of like nature, but in any case, no less than a reasonable standard of care. Confidential Information will not, without the prior written consent of the other Party, be disclosed to any third party, except (i) the receiving party may disclose Confidential Information of the disclosing party on a need-to-know basis to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who are bound by written agreements requiring the protection of such Confidential Information; (ii) its vendors or subcontractors on a need-to-know basis and under confidentiality obligations no less restrictive than those contained herein; or (iii) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section 4, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the availability and advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems.
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS’ LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF CUSTOMER DATA; OR (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
- Transcript Disclaimer. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Transcript. Any statements, views or opinions contained in any Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Transcript, to the fullest extent permitted by law.
Indemnification
- Indemnification by CB Insights. Subject to the provisions of 6(c), CB Insights will defend and pay the defense costs, indemnify and hold harmless Customer, and its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), awarded by a court of competent jurisdiction to a third-party for third-party Claims (defined below) against CB Insights based on allegations that the Services, when used by Customer in accordance with the terms herein, infringe such third-party’s registered patents, copyrights, or trademarks. CB Insights indemnification obligations shall not apply to the extent the Claim arises from (i) Customer’s operation or use of the Services in combination with other Customer or third-party technology; (ii) the acts or omission of Customer or any of its Representatives; or (iii) any modification or alteration of the Services (other than by CB Insights). The indemnification set forth in this Section 6(a) is CB Insights’ entire liability and Customer’s sole and exclusive financial remedy for such third-party Claims.
- Indemnification by Customer. Subject to the provisions of 6(c), Customer will defend and pay the defense costs, indemnify and hold harmless CB Insights, and its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses awarded by a court of competent jurisdiction to a third-party for third-party Claims against CB Insights based on allegations that: (i) Customer Data provided to CB Insights infringes such third-party’s registered patents, copyrights or trademarks; or (ii) Customer’s failure to comply with its obligations in Section 1(d) or 1(e). Customer’s indemnification obligations shall not apply to the extent the third-party Claim arises from acts or omissions of CB Insights. The indemnification set forth in this Section 6(b) is Customer’ entire liability and CB Insights’ sole and exclusive financial remedy for such third-party Claims.
- Indemnification Conditions. The indemnification obligations under this Section 6 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party of any claim of which it becomes aware that is subject to indemnification under this Section 6, (ii) granting sole control of the defense or settlement of the claim to the indemnifying party, provided, however, that no settlement will obligate or impose liability on any indemnified party in any way without the written approval of the indemnified party, including without limitation, any determination of admission regarding any indemnified party’s interest. The indemnified party may participate, at its sole expense, in the defense of any such Claim provided that such participation is not disruptive to the indemnifying party’s defense of the Claim. A “Claim” as used herein means any action brought against an indemnified party in respect of any allegation for which indemnity may be sought pursuant to Section 6(a) and 6(b), respectively. In the event of an Infringement Claim under Section 6(a) above, CB Insights may, at its sole option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item or modify such item to make it non-infringing and functionally equivalent, or if neither option (i) nor (ii) is commercially feasible, (iii) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and provide a pro-rated refund to Customer for any pre-paid but unused Fees for the Services as of the date of termination.
Limitation of Liability
- Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNTS PAID OR PAYABLE TO CB INSIGHTS BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE (THE “LIABILITY CAP”) FOR CLAIMS ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
- EXCEPTIONS. THE FOREGOING LIMITATION IN SECTION 7(B) WILL NOT APPLY TO A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 4. THE FOREGOING LIMITS IN SECTIONS 7(A) AND 7(B) WILL NOT APPLY TO CUSTOMER’S BREACH OF SECTION 1(D) OR 1(E); OR (iii) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY.
- Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified therein. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least ninety (90) days prior to such date. Notice must be provided to cancellations@cbinsights.com.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout immediately upon written notice to the other party in the event (i) such other Party has committed a material breach of this MSA that remains uncured thirty (30) days after initial written notice of such breach; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. Neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination or expiration of this MSA, an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must promptly delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in articles, blogs, or other content or materials that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies. Customer is prohibited from using Licensed Materials after termination in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials have been destroyed as required herein.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3, 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. CB Insights hereby rejects any terms or conditions (“Form Terms”) appearing on any purchase order or other supplements that are in addition to, or different from, the terms and conditions of this MSA, and the parties agree that all such Form Terms shall be void and of no force or effect.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c) or 1(d), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Beta/Early Access Releases. From time to time, CB Insights may offer Customer the opportunity to use certain experimental features within, or versions of, the Services that are made available on a trial basis (each a “Beta Release”). ALL BETA RELEASES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND. Use of any Beta Release is solely at Customer’s risk and, notwithstanding anything to the contrary, CB Insights will have no liability related to Customer’s use of any Beta Release. CB Insights may modify or remove any Beta Release at any time. Use of any Beta Release may be subject to additional terms and conditions available here.
- Product and Service Improvements. CB Insights reserves the right to revise or discontinue certain features or content of the Services if, in CB Insights’ sole discretion, such action is necessary for the provision of the Services or such discontinuation or revision does not materially diminish the functionality of the Services.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this MSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business, and Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
Definitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “CB Insights Property” means the Services, all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, all Output, including any modifications, enhancements, and derivatives thereof (including, without limitation, any information, data, or other content generated by or derived from the Services, but not including Customer Data), and all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights, including Input, and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, Output, products and information displayed and/or otherwise provided by the Services.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports, including Transcripts, provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- "Transcript" means a transcript of a scripted conversation with a third party, such as a software buyer or an investor (respectively, a “Buyer Transcript” or “Investor Transcript”), or a transcript of a company earnings call (an “Earnings Transcript”). Additional information \about Transcripts is available here.
- “User” means a person who is either directly employed by Customer or is using the Services on behalf of Customer and has an email address with Customer’s organization and is the recipient of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Effective November 20th 2024 to December 4th 2024
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, including all exhibits and attachments hereto, ("MSA") is made effective as of the date of the last party to sign below (“Effective Date”) by and between CB Information Services, Inc., (“CB Insights”), a Delaware corporation and the company as defined in the signature block below (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Services; License Grant; Restrictions.
- Provision of Services. Subject to the Customer’s obligations herein, CB Insights hereby grants to Customer during the applicable Subscription Term, a limited, revocable, non-sublicensable, non-transferable (except as provided herein), non-exclusive right and license to use the Services and access the Licensed Materials in accordance with these terms and all Order Forms or Webpage Checkouts, as applicable. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as any applicable limitations on use of the Services, Fees, the Subscription Term, the number of permitted Users and the permitted scope of use of the Services. Only authorized individuals shall be designated to receive access to the Services. The rights granted in a License are granted only to Customer and do not extend to Customer’s shareholders, parents, subsidiaries, or Affiliates, except for an Affiliate who is a party to an Order Form with CB Insights hereunder pursuant to Section 9(b) below. The Order Form or Webpage Checkout will identify whether Customer purchased access to the Services for a set number of individual Users (“User Limit”) or a firm-wide access (“Firm-wide Access”). For Services purchased through an Order Form, Customer may switch Users under a License, provided that the number of Users does not exceed the User Limit noted on the Order Form. Violation of these restrictions, including sharing User accounts with any unauthorized individuals, will be considered a material breach by Customer.
- Authorized Use of the Services. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Customer’s internal business activities, which include: (i) storing Licensed Materials on computers, devices, or locations owned by or under Customer’s control (which may include commercial cloud storage); (ii) extracting, quoting, and/or distributing limited selections of Licensed Materials in work product for distribution throughout Customer’s organizations to support Customer’s businesses (“Work Product”); (iii) excerpting and distributing limited and insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support Customer’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to CB Insights, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language; and (iv) sharing with Users excerpts of long-form research available within the research portal of the platform (“Research”) in accordance with this MSA.
- Limitations/Restrictions. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Licensed Materials in connection with the development of any software program, model, algorithm, or other generative AI tool, including training or teaching any large language model or other artificial intelligence algorithm; (iii) generate substitute content or develop any competing products, services, or technology; (iv) scrape, strip, mine, or manipulate the Services, including through introduction of software or automated agents such as a bot or webcrawler; (v) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (vi) use the Services in a manner contrary to or in violation of any applicable laws; (vii) use the Services in any manner except as expressly permitted in this MSA; (viii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (ix) decompile or reverse engineer any software relating to the Services; or (x) use the Services in any manner which competes against CB Insights.
- AI-powered Functionality. Certain features of the Services may be powered by large language model(s) or other artificial intelligence algorithm(s) (“AI-powered Functionality”) and if Customer uses such functionality, the terms of this Section apply. Customer may provide input to the AI-powered Functionality through freeform text (“Input") or via selection of pre-determined sets of skills and the Services may generate responsive output based on the Input and skills selection (“Output”). As between Customer and CB Insights, CB Insights retains all rights, title, and interest in and to all Output. If Output is configured for a Customer based on the Customer’s platform usage history (for example, saved searches), CB Insights agrees it will not share such configured Output with other CB Insights customers. In addition, CB Insights agrees it will not use Customer Data to train or teach the large language model(s) or artificial intelligence algorithm(s) engaged by CB Insights to power the AI-powered Functionality. Customer remains responsible for all Input provided to the Services, and Customer represents and warrants that it: (i) has all rights, licenses, and any other permissions necessary to provide the Input, and (ii) will not provide any Input that (x) is illegal, fraudulent, abusive, or harmful, (y) infringes the rights of privacy or publicity of any third party, or infringes, violates, or misappropriate any patent, copyright, trademark, or trade secret right of any third party, or (z) contains any Confidential Information or any information relating to an identified or identifiable natural person, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection law(s). Customer acknowledges that Output may be inaccurate, include misleading results, and other CB Insights customers may receive similar or even identical Output from the Services.
- Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights has no liability to Customer, Users, or any other person or entity for Customer’s use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that Customer’s use of such websites will be governed by separate terms between the Customer and such third-party website provider.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees (and shall compel its Users to agree): (i) to provide accurate and truthful registration information to CB Insights (subject to all confidentiality obligations stated herein) as part of the registration process for a single User only; (ii) to enable Users to access the Services only during the Subscription Term and through the User ID; and (iii) to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, with any person other than as directed by Customer or permitted by CB Insights in writing. CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
Fees and Payment Terms
- Fees; Payments; Taxes. Customer will pay CB Insights all Fees in accordance with this Section 2 and the payment terms in the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unused Fees will be refunded in a prorated amount. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
- True-Up Rights. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up amount based on the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout and commencing on the date additional Users were added; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
Proprietary Rights; Privacy and Compliance Obligations.
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license. Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, whether pre-existing, or created after the Effective Date, including any modifications, enhancements, and derivatives thereof (including without limitation, metrics, data and information generated by such Services and software). Except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. None of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States. To the extent Customer provides CB Insights with any verbal or written ideas, comments or suggestions with respect to the Services or Licensed Materials (“Feedback”), Customer assigns and transfers to CB Insights all rights and interests in the Feedback, including any derivatives of such Feedback.
- Privacy and Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor Customer and its Users’ use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users, and to maintain and improve the provision of the Services. By using the Services, Customer agrees that CB Insights may use Customer Data for the purposes of providing, maintaining, and improving the Services. CB Insights agrees to treat Customer Data in accordance with the CB Insights Privacy Policy and Data Processing Addendum, each located at legal.cbinsights.com. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
Confidentiality
- Confidentiality. CB Insights and Customer understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, Confidential Information of the other Party. Each Party (on its behalf and on behalf of its subcontractors, employees, or representatives and agents of any kind) agrees to hold and treat all Confidential Information of the Party in confidence and will protect the Confidential Information of the other Party with the same degree of care as each Party uses to protect its own Confidential Information of like nature, but in any case, no less than a reasonable standard of care. Confidential Information will not, without the prior written consent of the other Party, be disclosed to any third party, except (i) the receiving party may disclose Confidential Information of the disclosing party on a need-to-know basis to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who are bound by written agreements requiring the protection of such Confidential Information; (ii) its vendors or subcontractors on a need-to-know basis and under confidentiality obligations no less restrictive than those contained herein; or (iii) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section 4, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the availability and advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems.
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS’ LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF CUSTOMER DATA; OR (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
- Transcript Disclaimer. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Transcript. Any statements, views or opinions contained in any Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Transcript, to the fullest extent permitted by law.
Indemnification
- Indemnification by CB Insights. Subject to the provisions of 6(c), CB Insights will defend and pay the defense costs, indemnify and hold harmless Customer, and its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), awarded by a court of competent jurisdiction to a third-party for third-party Claims (defined below) against CB Insights based on allegations that the Services, when used by Customer in accordance with the terms herein, infringe such third-party’s registered patents, copyrights, or trademarks. CB Insights indemnification obligations shall not apply to the extent the Claim arises from (i) Customer’s operation or use of the Services in combination with other Customer or third-party technology; (ii) the acts or omission of Customer or any of its Representatives; or (iii) any modification or alteration of the Services (other than by CB Insights). The indemnification set forth in this Section 6(a) is CB Insights’ entire liability and Customer’s sole and exclusive financial remedy for such third-party Claims.
- Indemnification by Customer. Subject to the provisions of 6(c), Customer will defend and pay the defense costs, indemnify and hold harmless CB Insights, and its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses awarded by a court of competent jurisdiction to a third-party for third-party Claims against CB Insights based on allegations that: (i) Customer Data provided to CB Insights infringes such third-party’s registered patents, copyrights or trademarks; or (ii) Customer’s failure to comply with its obligations in Section 1(d) or 1(e). Customer’s indemnification obligations shall not apply to the extent the third-party Claim arises from acts or omissions of CB Insights. The indemnification set forth in this Section 6(b) is Customer’ entire liability and CB Insights’ sole and exclusive financial remedy for such third-party Claims.
- Indemnification Conditions. The indemnification obligations under this Section 6 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party of any claim of which it becomes aware that is subject to indemnification under this Section 6, (ii) granting sole control of the defense or settlement of the claim to the indemnifying party, provided, however, that no settlement will obligate or impose liability on any indemnified party in any way without the written approval of the indemnified party, including without limitation, any determination of admission regarding any indemnified party’s interest. The indemnified party may participate, at its sole expense, in the defense of any such Claim provided that such participation is not disruptive to the indemnifying party’s defense of the Claim. A “Claim” as used herein means any action brought against an indemnified party in respect of any allegation for which indemnity may be sought pursuant to Section 6(a) and 6(b), respectively. In the event of an Infringement Claim under Section 6(a) above, CB Insights may, at its sole option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item or modify such item to make it non-infringing and functionally equivalent, or if neither option (i) nor (ii) is commercially feasible, (iii) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and provide a pro-rated refund to Customer for any pre-paid but unused Fees for the Services as of the date of termination.
Limitation of Liability
- Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNTS PAID OR PAYABLE TO CB INSIGHTS BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE (THE “LIABILITY CAP”) FOR CLAIMS ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
- EXCEPTIONS. THE FOREGOING LIMITATION IN SECTION 7(B) WILL NOT APPLY TO A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 4. THE FOREGOING LIMITS IN SECTIONS 7(A) AND 7(B) WILL NOT APPLY TO CUSTOMER’S BREACH OF SECTION 1(D) OR 1(E); OR (iii) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY.
- Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified therein. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least ninety (90) days prior to such date. Notice must be provided to cancellations@cbinsights.com.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout immediately upon written notice to the other party in the event (i) such other Party has committed a material breach of this MSA that remains uncured thirty (30) days after initial written notice of such breach; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. Neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination or expiration of this MSA, an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must promptly delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in articles, blogs, or other content or materials that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies. Customer is prohibited from using Licensed Materials after termination in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials have been destroyed as required herein.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3, 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. CB Insights hereby rejects any terms or conditions (“Form Terms”) appearing on any purchase order or other supplements that are in addition to, or different from, the terms and conditions of this MSA, and the parties agree that all such Form Terms shall be void and of no force or effect.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c) or 1(d), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Beta/Early Access Releases. From time to time, CB Insights may offer Customer the opportunity to use certain experimental features within, or versions of, the Services that are made available on a trial basis (each a “Beta Release”). ALL BETA RELEASES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND. Use of any Beta Release is solely at Customer’s risk and, notwithstanding anything to the contrary, CB Insights will have no liability related to Customer’s use of any Beta Release. CB Insights may modify or remove any Beta Release at any time. Use of any Beta Release may be subject to additional terms and conditions available here.
- Product and Service Improvements. CB Insights reserves the right to revise or discontinue certain features or content of the Services if, in CB Insights’ sole discretion, such action is necessary for the provision of the Services or such discontinuation or revision does not materially diminish the functionality of the Services.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this MSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business, and Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
Definitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “CB Insights Property” means the Services, all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, all Output, including any modifications, enhancements, and derivatives thereof (including, without limitation, any information, data, or other content generated by or derived from the Services, but not including Customer Data), and all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights, including Input, and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, Output, products and information displayed and/or otherwise provided by the Services.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports, including Transcripts, provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- "Transcript" means a transcript of a scripted conversation with a third party, such as a software buyer or an investor (respectively, a “Buyer Transcript” or “Investor Transcript”), or a transcript of a company earnings call (an “Earnings Transcript”). Additional information \about Transcripts is available here.
- “User” means a person who is either directly employed by Customer or is using the Services on behalf of Customer and has an email address with Customer’s organization and is the recipient of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Effective March 15th 2024 to November 20th 2024
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
Notwithstanding any of the foregoing:
(i) to the extent Customer receives any Licensed Materials through a CB Insights API or other direct data feed, Customer agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties; no raw data from either the CB Insights platform or data solutions (API and data feed) may be included in any of Customer’s databases or systems that are accessible by Customer’s clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties; and
(ii) Customer may use and apply information from Transcripts for the purpose of internal business activities, but (x) in connection with Buyer Transcripts or Investor Transcripts, under no circumstances shall Customer be permitted to identify, quote, or attribute insights or opinions to a Transcript participant or to CB Insights (for the sake of clarity, the foregoing (x) does not apply to Earnings Transcripts) and (y) any written materials provided in connection to any Transcript may not be redistributed, disseminated, published, or displayed, in whole or in part, with any third parties without prior written permission of CB Insights.
d. Limitations. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Licensed Materials to train or teach any large language model or other artificial intelligence algorithm; (iii) scrape, strip, mine, or manipulate the Services, including through introduction of software or automated agents such as a bot or webcrawler; (iv) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (v) use the Services in a manner contrary to or in violation of any applicable laws; (vi) use the Services in any manner except as expressly permitted in this MSA; (vii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (viii) decompile or reverse engineer any software relating to the Services; or (ix) use the Services in any manner which competes against CB Insights.
e. AI-powered Functionality. Certain features of the Services may be powered by large language model(s) or other artificial intelligence algorithm(s) (“AI-powered Functionality”). Customer may provide input to the AI-powered Functionality through freeform text (“Input") or via selection of pre-determined sets of skills. The Services may generate responsive output based on the Input and skills selection (“Output”). Customer remains responsible for all Input provided to the Services, and Customer represents and warrants that it: (i) has all rights, licenses, and any other permissions necessary to provide the Input, and (ii) will not provide any Input that (x) is illegal, fraudulent, abusive, or harmful, (y) infringes the rights of privacy or publicity of any third party, or infringes, violates, or misappropriates any patent, copyright, trademark, or trade secret right of any third party, or (z) contains any Confidential Information or any information relating to an identified or identifiable natural person, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection law(s). Customer acknowledges that due to the nature of the Services and the rapidly evolving nature of artificial intelligence, Output may not be accurate and may from time to time include misleading results that appear accurate but are not, and Output may not be unique and other CB Insights customers may receive similar or even identical Output from the Services. As between Customer and CB Insights, CB Insights retains all rights, title, and interest in and to all Output; Customer may use Output in accordance with this MSA. Output may be customized based on Customer’s platform usage history (for example, saved searches); CB Insights continues to own all Output, but no such customized Output will be shared with other CB Insights customers. For the sake of clarity, Customer continues to own Customer Data, and CB Insights does not use Customer Data to train or teach any large language model or other artificial intelligence algorithm.
f. Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights shall have no liability to Customer, Users, or any other person or entity for the use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that such websites may be subject to terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
g. Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Customer shall provide certain truthful registration information to CB Insights (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Customer agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Customer or permitted by CB Insights in writing. Notwithstanding anything to the contrary stated herein, CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
h. Monitoring; Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor the use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users, and to maintain and improve the provision of the Services. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
i. Beta Releases. From time to time, CB Insights may offer Customer the opportunity to use certain experimental features within or versions of the Services that are made available on a trial basis (each a “Beta Release”). ALL BETA RELEASES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND. Use of any Beta Release is solely at Customer’s risk and, notwithstanding anything to the contrary, CB Insights will have no liability related to Customer’s use of any Beta Release. CB Insights may modify or remove any Beta Release at any time. Use of any Beta Release may be subject to additional terms and conditions.
2. Fees and Payment Terms
- Fees. Customer will pay CB Insights all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Customer shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up to the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
- Late Charges; Suspension. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services.
- Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
3. Proprietary Rights
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to the Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license.
- License to CB Insights. Notwithstanding the foregoing, Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Customer IPR to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, and except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States.
- Feedback. If Customer provides CB Insights with any ideas, comments or suggestions relating to the Services or Licensed Materials (“Feedback”), CB Insights retains all rights in such Feedback, and anything created as a result (including new Licensed Materials or any derivative works) are owned solely by CB Insights. For avoidance of doubt, no of Customer IPR or Customer Confidential Information shall be considered Feedback.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Customer Data Security. Except as provided otherwise herein, CB Insights agrees and acknowledges that it shall consider Customer Data to be Customer’s Confidential Information. Customer agrees and acknowledges that CB Insights may use Customer Data only for the purposes of providing, maintaining, and improving the Services to and for the Customer. Notwithstanding the foregoing, Customer agrees and acknowledges that CB Insights will treat Customer Data in accordance with the CB Insights Privacy Policy and Data Processing Addendum, each located at legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS’ LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY CB INSIGHTS; (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
- Transcript Disclaimer. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Transcript. Any statements, views or opinions contained in any Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Transcript, to the fullest extent permitted by law.
6. Indemnification
- Indemnification by CB Insights. CB Insights will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in CB Insights’ sole opinion, or do become the subject of an Infringement Claim, CB Insights may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non- infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Customer Fees paid by Customer to CB Insights for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. CB Insights shall have no liability for any Infringement Claim arising from (1) Customer’s supply to CB Insights of any Customer Data; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by CB Insights if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by CB Insights), if the alleged infringement arises in connection with such modification or alteration; or (4) Customer’s violation of applicable law or third party rights.
- Indemnification by Customer. Customer will defend and pay CB Insights, its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses, suffered or incurred by any CB Insights Indemnified Party, arising from any Third Party Claim against any CB Insights Indemnified Party: (i) alleging that any Customer Data or Customer’s use of the Services beyond the license granted in this MSA (x) violates applicable law, (y) violates the rights of privacy or publicity of any third party, or (z) infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from CB Insights’ foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; AND (II) CUSTOMER’S BREACH OF SECTION 1(d) AND THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must promptly delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies. Customer is prohibited from using Licensed Materials after termination in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials have been destroyed as required herein.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Customer Affiliates. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected; should Customer submit a purchase order or other ordering documentation to CB Insights (excluding Order Forms), such submission is deemed to be Customer’s acceptance of this MSA. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this MSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
10. Definitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “CB Insights Property” means (i) the Services, (ii) all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, CB Insights Property includes any information, data, or other content derived from CB Insights’ authorized monitoring of any User’s access to or use of the Services but does not include Customer Data.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights, including Input, and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, Output, products and information displayed and/or otherwise provided by the Services.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports, including Transcripts, provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- "Transcript" means a transcript of a scripted conversation with a third party, such as a software buyer or an investor (respectively, a “Buyer Transcript” or “Investor Transcript”), or a transcript of a company earnings call (an “Earnings Transcript”).
- “User” means a person directly employed by Customer who has an email address with Customer’s organization and is the recipient of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Effective March 11th 2024 to March 15th 2024
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
Notwithstanding any of the foregoing:
(i) to the extent Customer receives any Licensed Materials through a CB Insights API or other direct data feed, Customer agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties; no raw data from either the CB Insights platform or data solutions (API and data feed) may be included in any of Customer’s databases or systems that are accessible by Customer’s clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties; and
(ii) Customer may use and apply information from Transcripts for the purpose of internal business activities, but (x) in connection with Buyer Transcripts or Investor Transcripts, under no circumstances shall Customer be permitted to identify, quote, or attribute insights or opinions to a Transcript participant or to CB Insights (for the sake of clarity, the foregoing (x) does not apply to Earnings Transcripts) and (y) any written materials provided in connection to any Transcript may not be redistributed, disseminated, published, or displayed, in whole or in part, with any third parties without prior written permission of CB Insights.
d. Limitations. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Licensed Materials to train or teach any large language model or other artificial intelligence algorithm; (iii) scrape, strip, mine, or manipulate the Services, including through introduction of software or automated agents such as a bot or webcrawler; (iv) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (v) use the Services in a manner contrary to or in violation of any applicable laws; (vi) use the Services in any manner except as expressly permitted in this MSA; (vii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (viii) decompile or reverse engineer any software relating to the Services; (ix) use the Services in any manner which competes against CB Insights.
e. AI-powered Functionality. Certain features of the Services may be powered by large language model(s) or other artificial intelligence algorithm(s) (“AI-powered Functionality”). Customer may provide input to the AI-powered Functionality through freeform text (“Input") or via selection of pre-determined sets of skills. The Services may generate responsive output based on the Input and skills selection (“Output”). Customer remains responsible for all Input provided to the Services, and Customer represents and warrants that it: (i) has all rights, licenses, and any other permissions necessary to provide the Input, and (ii) will not provide any Input that (x) is illegal, fraudulent, abusive, or harmful, (y) infringes the rights of privacy or publicity of any third party, or infringes, violates, or misappropriates any patent, copyright, trademark, or trade secret right of any third party, or (z) contains any Confidential Information or any information relating to an identified or identifiable natural person, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection law(s). Customer acknowledges that due to the nature of the Services and the rapidly evolving nature of artificial intelligence, Output may not be accurate and may from time to time include misleading results that appear accurate but are not, and Output may not be unique and other CB Insights customers may receive similar or even identical Output from the Services. As between Customer and CB Insights, CB Insights retains all rights, title, and interest in and to all Output; Customer may use Output in accordance with this MSA. Output may be customized based on Customer’s platform usage history (for example, saved searches); CB Insights continues to own all Output, but no such customized Output will be shared with other CB Insights customers. For the sake of clarity, Customer continues to own Customer Data, and CB Insights does not use Customer Data to train or teach any large language model or other artificial intelligence algorithm.
f. Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights shall have no liability to Customer, Users, or any other person or entity for the use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that such websites may be subject to terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
g. Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Customer shall provide certain truthful registration information to CB Insights (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Customer agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Customer or permitted by CB Insights in writing. Notwithstanding anything to the contrary stated herein, CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
h. Monitoring; Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor the use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users, and to maintain and improve the provision of the Services. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
i. Beta Releases. From time to time, CB Insights may offer Customer the opportunity to use certain experimental features within or versions of the Services that are made available on a trial basis (each a “Beta Release”). ALL BETA RELEASES ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND. Use of any Beta Release is solely at Customer’s risk and, notwithstanding anything to the contrary, CB Insights will have no liability related to Customer’s use of any Beta Release. CB Insights may modify or remove any Beta Release at any time. Use of any Beta Release may be subject to additional terms and conditions.
2. Fees and Payment Terms
- Fees. Customer will pay CB Insights all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Customer shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up to the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
- Late Charges; Suspension. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services.
- Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
3. Proprietary Rights
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to the Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license.
- License to CB Insights. Notwithstanding the foregoing, Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Customer IPR to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, and except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States.
- Feedback. If Customer provides CB Insights with any ideas, comments or suggestions relating to the Services or Licensed Materials (“Feedback”), CB Insights retains all rights in such Feedback, and anything created as a result (including new Licensed Materials or any derivative works) are owned solely by CB Insights. For avoidance of doubt, no of Customer IPR or Customer Confidential Information shall be considered Feedback.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Customer Data Security. Except as provided otherwise herein, CB Insights agrees and acknowledges that it shall consider Customer Data to be Customer’s Confidential Information. Customer agrees and acknowledges that CB Insights may use Customer Data only for the purposes of providing, maintaining, and improving the Services to and for the Customer. Notwithstanding the foregoing, Customer agrees and acknowledges that CB Insights will treat Customer Data in accordance with the CB Insights Privacy Policy and Data Processing Addendum, each located at legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS’ LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY CB INSIGHTS; (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
- Transcript Disclaimer. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Transcript. Any statements, views or opinions contained in any Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Transcript, to the fullest extent permitted by law.
6. Indemnification
- Indemnification by CB Insights. CB Insights will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in CB Insights’ sole opinion, or do become the subject of an Infringement Claim, CB Insights may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non- infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Customer Fees paid by Customer to CB Insights for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. CB Insights shall have no liability for any Infringement Claim arising from (1) Customer’s supply to CB Insights of any Customer Data; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by CB Insights if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by CB Insights), if the alleged infringement arises in connection with such modification or alteration; or (4) Customer’s violation of applicable law or third party rights.
- Indemnification by Customer. Customer will defend and pay CB Insights, its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses, suffered or incurred by any CB Insights Indemnified Party, arising from any Third Party Claim against any CB Insights Indemnified Party: (i) alleging that any Customer Data or Customer’s use of the Services beyond the license granted in this MSA (x) violates applicable law, (y) violates the rights of privacy or publicity of any third party, or (z) infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from CB Insights’ foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; AND (II) CUSTOMER’S BREACH OF SECTION 1(d) AND THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must promptly delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies. Customer is prohibited from using Licensed Materials after termination in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials have been destroyed as required herein.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Customer Affiliates. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected; should Customer submit a purchase order or other ordering documentation to CB Insights (excluding Order Forms), such submission is deemed to be Customer’s acceptance of this MSA. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this MSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
10. Definitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “CB Insights Property” means (i) the Services, (ii) all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, CB Insights Property includes any information, data, or other content derived from CB Insights’ authorized monitoring of any User’s access to or use of the Services but does not include Customer Data.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights, including Input, and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, Output, products and information displayed and/or otherwise provided by the Services.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports, including Transcripts, provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- "Transcript" means a transcript of a scripted conversation with a third party, such as a software buyer or an investor (respectively, a “Buyer Transcript” or “Investor Transcript”), or a transcript of a company earnings call (an “Earnings Transcript”).
- “User” means a person directly employed by Customer who has an email address with Customer’s organization and is the recipient of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Effective September 20th 2023 to March 11th 2024
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, CB Insights hereby grants to Customer a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. CB Insights reserves the right to revise or discontinue certain features or content of the Services if, in CB Insights’ sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Customer further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by CB Insights regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of permitted Users and the permitted scope of use of the Services. Only individuals employed by the contracting entity shall be designated to receive access to the Services. The rights granted in a License are granted only to Customer, and do not extend to Customer’s shareholders, parents, subsidiaries, or Affiliates, except for an Affiliate who is a party to an Order Form with CB Insights hereunder pursuant to Section 9(b) below. The number of individual Users that shall have access to the Services pursuant to a License is dependent upon the Services purchased as shown on the Order Form or Webpage Checkout (“User Limit”). Customers who purchase firm-wide access are not subject to User Limits (“Firm-wide Access”). For Services purchased through an Order Form, Customer may occasionally switch Users under a License, provided that the number of Users does not exceed the User Limit noted on the Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Customer.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Customer’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Customer’s organizations to support any of Customer’s businesses (“Work Product”). From time to time, Customer and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Customer’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to CB Insights, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. For clarity, long form research (available within research portal of platform, “Research”) is for User access only; Users may share excerpts of Research in accordance with this MSA. Notwithstanding any of the foregoing, to the extent Customer receives any Licensed Materials through a CB Insights API or other direct data feed, Customer agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) input, upload, or otherwise use the Licensed Materials to train or teach any large language model or other artificial intelligence algorithm; (iii) scrape, strip, or mine the Services, including through introduction of software or automated agents such as a bot or webcrawler; (iv) work around any technical limitations CB Insights imposes, or attempt to otherwise disrupt the operation of the Services; (v) use the Services in a manner contrary to or in violation of any applicable laws; (vi) use the Services in any manner except as expressly permitted in this MSA; (vii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (viii) decompile or reverse engineer any software relating to the Services; or (ix) use the Services in any manner which competes against CB Insights.
- Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights shall have no liability to Customer, Users, or any other person or entity for the use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that such websites may be subject to terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Customer shall provide certain truthful registration information to CB Insights (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Customer agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Customer or permitted by CB Insights in writing. Notwithstanding anything to the contrary stated herein, CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from Customer’s failure to comply with these security requirements.
- Monitoring; Compliance. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor the use of the Services to ensure compliance with the terms of this MSA, including verifying the number of Customer’s Users, and to maintain and improve the provision of the Services. If CB Insights reasonably suspects non-compliance with the terms of this MSA by Customer or any of its Users, CB Insights reserves the right to suspend access to the Services until Customer remedies such non-compliance to CB Insights’ reasonable satisfaction.
2. Fees and Payment Terms
- Fees. Customer will pay CB Insights all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout is terminated for cause by Customer pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Customer shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout. If Customer adds Users via the Services in excess of the number of licensed Users set forth in the applicable Order Form or Webpage Checkout, CB Insights reserves the right to invoice Customer for a true-up to the actual number of Users at a prorated amount of the annual rate stated in the applicable Order Form or Webpage Checkout; such additional Users shall be deemed Users under this MSA and for any renewals of the applicable Order Form or Webpage Checkout.
- Late Charges; Suspension. Overdue Fees shall accrue late interest 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. Customer acknowledges that failure to timely pay Fees may result in loss of access to the Services.
- Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights’ provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
3. Proprietary Rights
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to the Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license.
- License to CB Insights. Notwithstanding the foregoing, Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Customer IPR to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, and except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Customer Data Security. Except as provided otherwise herein, CB Insights agrees and acknowledges that it shall consider Customer Data to be Customer’s Confidential Information. Customer agrees and acknowledges that CB Insights may use Customer Data only for the purposes of providing, maintaining, and improving the Services to and for the Customer. Notwithstanding the foregoing, Customer agrees and acknowledges that CB Insights will treat Customer Data in accordance with the CB Insights Data Processing Addendum located at: legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY CB INSIGHTS; (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET.
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by CB Insights. CB Insights will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in CB Insights’ sole opinion, or do become the subject of an Infringement Claim, CB Insights may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non- infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Customer Fees paid by Customer to CB Insights for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. CB Insights shall have no liability for any Infringement Claim arising from (1) Customer’s use or supply to CB Insights of any Customer Data; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by CB Insights if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by CB Insights), if the alleged infringement arises in connection with such modification or alteration; or (4) Customer’s violation of applicable law or third party rights.
- Indemnification by Customer. Customer will defend and pay CB Insights, its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses, suffered or incurred by any CB Insights Indemnified Party, arising from any Third Party Claim against any CB Insights Indemnified Party : (i) alleging that any Customer Data or Customer’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from CB Insights’ foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; AND (II) CUSTOMER’S BREACH OF SECTION 1(d) AND THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Customer Affiliates. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the Parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.
10. Definitions.
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Customer Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “CB Insights Property” means (i) the Services, (ii) all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, CB Insights Property includes Utilization Data and any information, data, or other content derived from CB Insights’ authorized monitoring of any User’s access to or use of the Services but does not include Customer Data.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- “User” means a person directly employed by Customer who has an email address with Customer’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Customer’s use of the Services that is used by CB Insights in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
Exhibit A
Additional Yardstiq Terms of Service
- Definitions.
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
- Content and Disclaimer. Yardstiq Transcripts reflect discussions conducted between Analysts and Buyers. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Yardstiq Transcript. Any statements, views or opinions contained in any Yardstiq Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Yardstiq Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Yardstiq Transcript to the fullest extent permitted by law.
- Custom Transcripts. Customer may request that CB Insights produce a specific Yardstiq Transcript that is not currently listed on CB Insights’ Yardstiq platform. Contents of the Custom Transcript shall be incorporated into the Yardstiq database and accessible by all Yardstiq customers. CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
- Limitations on Use. Customer may use and apply information from Transcripts for the purpose of internal business activities, but under no circumstances shall Customer be permitted to identify or quote Buyers or attribute insights or opinions to Buyers or CB Insights. Any written materials provided in connection to a Transcript or use of the Yardstiq Service may not be redistributed, disseminated, published, or displayed, in whole or in part, with any third parties without prior written permission of CB Insights.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API - Internal Use Only. As to Licensed Materials accessed through the API, Customer may only use the Licensed Materials for the Customer's internal business activities.
- API - Limitation on LLM/AI Training. Customer may not input, upload, or otherwise use the Licensed Materials obtained via the API or Data Feed to train or teach any large language model or other artificial intelligence algorithm.
- API - Effects of Termination. Upon termination of this Order or failure to renew the same upon expiration, Customer shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Customer’s possession, except that Customer may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Customer is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services.
Software: access provided via www.cbinsights.com; API
API: authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Customer Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Customer's databases or systems that are accessible by Customer's clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties.
Effective July 13th 2023 to September 20th 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligations, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
2. Fees and Payment Terms
3. Proprietary Rights
4. Confidentiality and Data Security
5. Warranties; Disclaimers
6. Indemnification
7. Limitation of Liability
8. Term and Termination
9. Miscellaneous Provisions
10. Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API - Internal Use Only. As to Licensed Materials accessed through the API, Customer may only use the Licensed Materials for the Customer's internal business activities.
- API - Limitation on LLM/AI Training. Customer may not input, upload, or otherwise use the Licensed Materials obtained via the API or Data Feed to train or teach any large language model or other artificial intelligence algorithm;
- API - Effects of Termination. Upon termination of this Order or failure to renew the same upon expiration, Customer shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Customer's possession, except that Customer may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Customer is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services.
- Software: access provided via www.cbinsights.com; API
- API: authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Customer Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Customer's databases or systems that are accessible by Customer's clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties.
Effective June 1st 2023 to July 13th 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligation's, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
2. Fees and Payment Terms
3. Proprietary Rights
4. Confidentiality and Data Security
5. Warranties; Disclaimers
6. Indemnification
7. Limitation of Liability
8. Term and Termination
9. Miscellaneous Provisions
10. Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API (Internal Use Only). As to Licensed Materials accessed through the API, Customer may only use the Licensed Materials for the Customer's internal business activities.
- Customer may not input, upload, or otherwise use the Licensed Materials obtained via the API or Data Feed to train or teach any large language model or other artificial intelligence algorithm;
- API (Effects of Termination). Upon termination of this Order or failure to renew the same upon expiration, Customer shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Customer's possession, except that Customer may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Customer is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services. Software: access provided via www.cbinsights.com; API
API: Authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Customer Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Customer's databases or systems that are accessible by Customer's clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties.
Effective April 5th 2023 to June 1st 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligation's, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
2. Fees and Payment Terms
3. Proprietary Rights
4. Confidentiality and Data Security
5. Warranties; Disclaimers
6. Indemnification
7. Limitation of Liability
8. Term and Termination
9. Miscellaneous Provisions
10. Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API (Internal Use Only). As to Licensed Materials accessed through the API, Customer may only use the Licensed Materials for the Customer's internal business activities.
- API (Effects of Termination). Upon termination of this Order or failure to renew the same upon expiration, Customer shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Customer's possession, except that Customer may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Customer is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by CB Insights, Customer shall provide sworn certification in a form provided by CB Insights by a duly authorized officer of Customer that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services. Software: access provided via www.cbinsights.com; API
API: Authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Customer Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Customer's databases or systems that are accessible by Customer's clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Customer publishes or distributes to third parties.
Effective April 3rd 2023 to April 5th 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligation's, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
2. Fees and Payment Terms
3. Proprietary Rights
4. Confidentiality and Data Security
5. Warranties; Disclaimers
6. Indemnification
7. Limitation of Liability
8. Term and Termination
9. Miscellaneous Provisions
10. Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API (Internal Use Only). As to Licensed Materials accessed through the API, Licensee may only use the Licensed Materials for the Licensee’s internal business activities.
- API (Effects of Termination). Upon termination of this Order or failure to renew the same upon expiration, Licensee shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Licensee’s possession, except that Licensee may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Licensee is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by Licensor, Licensee shall provide sworn certification in a form provided by Licensor by a duly authorized officer of Licensee that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services. Software: access provided via www.cbinsights.com; API
API: Authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Licensee Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Licensee’s databases or systems that are accessible by Licensee’s clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Licensee publishes or distributes to third parties.
Effective April 3rd 2023 to April 3rd 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligation's, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
2. Fees and Payment Terms
3. Proprietary Rights
4. Confidentiality and Data Security
5. Warranties; Disclaimers
6. Indemnification
7. Limitation of Liability
8. Term and Termination
9. Miscellaneous Provisions
10. Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API (Internal Use Only). As to Licensed Materials accessed through the API, Licensee may only use the Licensed Materials for the Licensee’s internal business activities.
- API (Effects of Termination). Upon termination of this Order or failure to renew the same upon expiration, Licensee shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Licensee’s possession, except that Licensee may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Licensee is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by Licensor, Licensee shall provide sworn certification in a form provided by Licensor by a duly authorized officer of Licensee that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services. Software: access provided via www.cbinsights.com; API
API: Authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Licensee Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Licensee’s databases or systems that are accessible by Licensee’s clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Licensee publishes or distributes to third parties.
Effective April 3rd 2023 to April 3rd 2023
DownloadTable of Contents
MASTER SUBSCRIPTION AGREEMENT
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and CB Insights may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
The Parties acknowledge that the terms 'Order Form' and 'Webpage Checkout', as defined below, refer to the specific applicable ordering document executed or accepted, as the case may be, by Customer. The term "or" when used between 'Order Form' and 'Webpage Checkout' shall not be interpreted to mutually exclude Your obligation's, responsibilities, or liabilities if You purchase Services through both ordering documents.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, CB Insights hereby grants to Customer a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. CB Insights reserves the right to revise or discontinue certain features or content of the Services if, in CB Insights sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Customer further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by CB Insights regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of permitted Users and the permitted scope of use of the Services. Only individuals employed by the contracting entity shall be designated to receive access to the Services. The rights granted in a License are granted only to Customer, and do not extend to Customer’s shareholders, parents, subsidiaries, or Affiliates. The number of individual Users that shall have access to the Services pursuant to a License is dependent upon the Services purchased as shown on the Order Form or Webpage Checkout (“User Limit”). Customers who purchase firm-wide access are not subject to User Limits (“Firm-wide Access”). For Services purchased through an Order Form, Customer may occasionally switch Users under a License, provided that the number of Users does not exceed the User Limit noted on the Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Customer.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Customer’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial
cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Customer’s organizations to support any of Customer’s businesses (“Work Product”). From time to time, Customer and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Customer’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to CB Insights, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Customer receives any Licensed Materials through a CB Insights API or other direct data feed, Customer agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Customer shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Customer publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against CB Insights.
- Links to Other Websites. Customer acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than CB Insights. Such hyperlinks are provided for Customer’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Customer agrees and acknowledges that CB Insights is not responsible for the content or operation of such websites, and that CB Insights shall have no liability to Customer, Users, or any other person or entity for the use of third-party websites. Customer and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Customer acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Customer agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Customer shall provide certain truthful registration information to CB Insights (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Customer agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Customer or permitted by CB Insights in writing. Notwithstanding anything to the contrary stated herein, CB Insights shall not be liable to Customer or any third person or entity for any loss or damage directly arising from own Customer’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, CB Insights reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
Fees and Payment Terms
- Fees. Customer will pay CB Insights all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout, is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Customer acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Customer shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout.
- Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from CB Insights provision of the Services hereunder, except any taxes assessed upon CB Insights’ net income or payroll. If CB Insights is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse CB Insights for any amounts paid by CB Insights.
Proprietary Rights
- Customer Data. As between Customer and CB Insights, Customer retains all rights, title, and interest in and to the Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to CB Insights or implied hereby, and for any Customer Data that is licensed to CB Insights, no title or ownership rights are transferred with such license.
- License to CB Insights. Notwithstanding the foregoing, Customer hereby grants CB Insights a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Customer IPR to access and use the Customer Data made available to CB Insights or any of its Affiliates, solely as necessary for CB Insights to provide the Services to Customer pursuant to this MSA.
- CB Insights Property. As between CB Insights and Customer, CB Insights retains all rights, title, and interest in and to the CB Insights Property, and except as expressly set out in this MSA, no right, title, or license under any CB Insights Property is granted to Customer or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Customer Data Security. Except as provided otherwise herein, CB Insights agrees and acknowledges that it shall consider Customer Data to be Customer’s Confidential Information. Customer agrees and acknowledges that CB Insights may use Customer Data only for the purposes providing, maintaining, and improving the Services to and for the Customer. Notwithstanding the foregoing, Customer agrees and acknowledges that CB Insights will treat Customer Data in accordance with the CB Insights Data Processing Addendum located at: legal.cbinsights.com.
Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. CB Insights warrants to Customer that during the applicable Subscription Term the Services purchased by Customer will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Representatives, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Customer to access the Services, or that arises from Customer’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT CB INSIGHTS BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) CB INSIGHTS LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CB INSIGHTS DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. CB INSIGHTS WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY CB INSIGHTS; (B) THE INABILITY OF CUSTOMER OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS. CB INSIGHTS DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. CUSTOMER ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
Indemnification
- Indemnification by CB Insights. CB Insights will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party
(an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in CB Insights’ sole opinion, or do become the subject of an Infringement Claim, CB Insights may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non- infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Customer Fees paid by Customer to CB Insights for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. CB Insights shall have no liability for any Infringement Claim arising from (1) Customer’s use or supply to CB Insights of any Customer Data; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by CB Insights if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by CB Insights), if the alleged infringement arises in connection with such modification or alteration; or (4) Customer’s violation of applicable law or third party rights.
- Indemnification by Customer. Customer will defend and pay CB Insights, its employees, directors and officers (the “CB Insights Indemnified Parties”) from and against any and all Losses, suffered or incurred by any CB Insights Indemnified Party, arising from any Third Party Claim against an CB Insights Indemnified Party : (i) alleging that any Customer Data or Customer’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from CB Insights’ foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; AND (II) CUSTOMER’S BREACH OF SECTION 1(d) AND THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. Pricing for any renewal term may increase by up to ten percent (10%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Customer purchases access to the Services through CB Insights' website, Customer’s Subscription Term will automatically renew upon the last day of the then-current Term unless Customer opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of an Order Form or Webpage Checkout, Customer shall (and shall ensure that all Users provisioned access pursuant to the applicable Order Form shall) immediately cease accessing and using the Services and Licensed Materials, and Customer must delete and destroy all copies of Licensed Materials stored on Customer systems or that is otherwise in Customer’s possession or under Customer’s control. Customer may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Customer may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and CB Insights will be considered an independent contractor when performing any Services hereunder.
- Customer Affiliates. An Affiliate or parent of Customer may also purchase Services subject to the terms of this MSA by executing Order Forms with CB Insights hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and
supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for CB Insights’ modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. CB Insights may identify Customer as a user of the Services by referencing Customer’s name and logo, provided that such reference is consistent with Customer’s generally applicable branding guidelines and that CB Insights will cease making such references after receiving written notice from Customer to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, CB Insights may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to
this MSA shall be in the English language.
- Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any CB Insights employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify CB Insights if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
Definitions.
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The CB Insights Property shall constitute CB Insights’ Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by CB Insights.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Customer Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Services and/or to CB Insights and all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Customer IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by CB Insights regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “CB Insights Property” means (i) the Services, (ii) all Licensed Materials supplied by CB Insights in connection with, or used by CB Insights in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, CB Insights Property includes Utilization Data and any information, data, or other content derived from CB Insights’ authorized monitoring of any User’s access to or use of the
Services but does not include Customer Data.
- “Order Form” means an ordering document for Services purchased from CB Insights that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with CB Insights, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by CB Insights, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which CB Insights agrees to provide the Services to Customer.
- “User” means a person directly employed by Customer who has an email address with Customer’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Customer’s use of the Services that is used by CB Insights in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through CB Insights' website.
- Definitions.
Exhibit A
Additional Yardstiq Terms of Service
Yardstiq Transcript: Transcripts of Analyst-led conversations with Buyers. Conversations are generally interview-style wherein Analysts question Buyers about the purchase process or usage of a particular software product.
Analyst: The individual leading the conversation with a Buyer. Analysts ask Buyers structured and specific questions regarding the Buyer’s purchase process and/or use of a particular software product.
Buyer. The individual being interviewed by the Analyst. The Buyer may be a software buyer, end-user, or otherwise have specific insight into the purchasing process or usage of a software product or service.
Custom Transcript. A Yardstiq Transcript which does not already exist in the CB Insights platform.
Transcript Research. Includes Software Buyer’s Guides and Vendor Scorecards. Software Buyer’s Guides provide questions which Buyers ask when evaluating categories of software. Vendor Scorecards compare companies within a particular technology market.
- Content and Disclaimer. Yardstiq Transcripts reflect discussions between Analysts and Buyers conducted. CB Insights has not undertaken to verify the accuracy of any information or data provided in any Yardstiq Transcript. Any statements, views or opinions contained in any Yardstiq Transcript do not represent the statements, views, or opinions of CB Insights. CB Insights expressly disclaims any responsibility or liability for the content of any Yardstiq Transcript or for any consequences that may arise from the use of or reliance on the information or data contained in any Yardstiq Transcript to the fullest extent permitted by law.
- Custom Transcripts. Customer may request that CB Insights produce a specific Yardstiq Transcript that is not currently listed on CB Insights’ Yardstiq platform. Contents of the Custom Transcript shall be incorporated into the Yardstiq database and accessible by all Yardstiq Customers.
CB Insights reserves the right to refuse Custom Transcript requests at its sole discretion. In the event CB Insights cannot complete a Custom Transcript requested, Customer shall have any funds paid for the specific Custom Transcript returned.
- Limitations on Use. Customer may use and apply information from Transcripts for the purpose of internal business activities, but under no circumstances shall Customer be permitted to identify or quote Buyers or attribute insights or opinions to Buyers or CB Insights. Any written materials provided in connection to a Transcript or use of the Yardstiq Service may not be redistributed, disseminated, published, or displayed, in whole or in part, with any third parties without prior written permission of CB Insights.
Exhibit B
Additional API Terms of Service
Additional Terms (API)
- API (Internal Use Only). As to Licensed Materials accessed through the API, Licensee may only use the Licensed Materials for the Licensee’s internal business activities.
- API (Effects of Termination). Upon termination of this Order or failure to renew the same upon expiration, Licensee shall immediately cease accessing and using the Licensed Materials accessed through the API and shall promptly destroy all Licensed Materials accessed through the API in Licensee’s possession, except that Licensee may retain copies of Licensed Materials as necessary for any data retention requirements. Notwithstanding the foregoing, Licensee is prohibited from using the Licensed Materials accessed through the API after termination of this Order in any other manner. Upon request by Licensor, Licensee shall provide sworn certification in a form provided by Licensor by a duly authorized officer of Licensee that all Licensed Materials accessed through the API have been destroyed as required herein.
- Delivery Method for the Services. Software: access provided via www.cbinsights.com; API
API: Authentication is through JWT (JSON Web Tokens) via JSON web signature and JSON web encryption.
No Raw Data in Licensee Commercial Databases/Platforms. For clarity, no raw data from either the Platform or Data Solutions (API and Data Feed) may be included in any of Licensee’s databases or systems that are accessible by Licensee’s clients or otherwise used as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using such raw data as a primary source to create and/or maintain any market index or database that Licensee publishes or distributes to third parties.
Effective March 28th 2023 to April 3rd 2023
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This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. For Services purchased through an Order Form, Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form or Webpage Checkout, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form or Webpage Checkout. Such related affiliates must execute a separate Order Form or Webpage Checkout in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout, is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Licensee acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of a Team License in an Order Form or Webpage Checkout, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through Licensor's website.
Effective March 28th 2023 to March 28th 2023
DownloadTable of Contents
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. For Services purchased through an Order Form, Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form or Webpage Checkout, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form or Webpage Checkout. Such related affiliates must execute a separate Order Form or Webpage Checkout in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout, is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Licensee acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of a Team License in an Order Form or Webpage Checkout, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through Licensor's website.
Effective March 16th 2023 to March 28th 2023
DownloadTable of Contents
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. For Services purchased through an Order Form, Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form or Webpage Checkout, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form or Webpage Checkout. Such related affiliates must execute a separate Order Form or Webpage Checkout in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout, is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Licensee acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: legal.cbinsights.com.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of a Team License in an Order Form or Webpage Checkout, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through Licensor's website.
Effective March 3rd 2023 to March 16th 2023
DownloadTable of Contents
This master subscription agreement, ("MSA") which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms or Webpage Checkouts, as applicable. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms and Webpage Checkouts. Each Order Form and Webpage Checkout for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. For Services purchased through an Order Form, Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form or Webpage Checkout, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form or Webpage Checkout. Such related affiliates must execute a separate Order Form or Webpage Checkout in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form or Webpage Checkout, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form or Webpage Checkout; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form or Webpage Checkout, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form or Webpage Checkout. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form or Webpage checkout, is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Licensee acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form or Webpage Checkout.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form or Webpage Checkout, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: https://www.cbinsights.com/privacy-policy.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms or Webpage Checkouts and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form or Webpage Checkout and continue for the Subscription Term specified on such Order Form or Webpage Checkout. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal at least thirty (30) days prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form or Webpage Checkout by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms or Webpage Checkouts in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form or Webpage Checkout for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form or Webpage Checkout shall not affect any other Order Forms or Webpage Checkouts. Upon termination of this MSA for any reason or termination of a Team License in an Order Form or Webpage Checkout, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms or Webpage Checkouts, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or Webpage Checkout(s), as applicable. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form or Webpage Checkout.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form or Webpage Checkout during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
- "Webpage Checkout" means an ordering document for Services purchased through a self-service checkout process through Licensor's website.
Effective March 1st 2023 to March 3rd 2023
DownloadTable of Contents
This master subscription agreement, ("MSA") which may include any relevant ordering documents (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms. Each Order Form for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The applicable Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form. Such related affiliates must execute a separate Order Form in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount. Licensee acknowledges that failure to timely pay invoiced Fees may result in loss of access to the Services.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: https://www.cbinsights.com/privacy-policy.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. Upon termination of this MSA for any reason or termination of a Team License in an Order Form, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or set forth below at signature. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Effective February 27th 2023 to March 1st 2023
DownloadTable of Contents
This master subscription agreement, ("MSA") which may include any relevant ordering documents (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” This MSA governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”). CB Insights may amend this MSA at any time by posting a revised version on legal.cbinsights.com. Each revised version will state its effective date, which will be on or after the date posted by CB Insights. If the revised version materially reduces Your rights under this MSA, CB Insights will send notice to the email address it has on file, and request acceptance of the materially changed version. Otherwise, Your continued use of the Services after the effective date of a non-materially revised version of this MSA constitutes your acceptance of the terms.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this MSA and all Order Forms. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms. Each Order Form for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The applicable Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form. Such related affiliates must execute a separate Order Form in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this MSA; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this MSA and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this MSA or the applicable Order Form; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this MSA and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this MSA or an applicable Order Form is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this MSA, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this MSA.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this MSA, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this MSA and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this MSA and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this MSA, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this MSA, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: https://www.cbinsights.com/privacy-policy.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this MSA. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS MSA BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this MSA infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the MSA and any outstanding Order Forms and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this MSA violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS MSA FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS MSA.
8. Term and Termination
- Term of MSA. This MSA commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal. If Licensee purchases access to the Services through Licensor's website, Licensee's Subscription Term will automatically renew upon the last day of the then-current Term unless Licensee opts out of such renewal prior to such date.
- Termination. Either Party may terminate this MSA and/or any Order Form by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this MSA and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this MSA by providing written notice to the other Party if there are no Order Forms in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this MSA or any applicable Order Form for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. Upon termination of this MSA for any reason or termination of a Team License in an Order Form, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this MSA prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this MSA for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this MSA shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this MSA by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this MSA as if it were an original party hereto.
- Entire Understanding. This MSA (including all Exhibits and Order Forms, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this MSA. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this MSA, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this MSA, and no waiver of any breach of this MSA or right under this MSA, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this MSA or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this MSA to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this MSA and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this MSA shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this MSA in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this MSA. Any attempt by a Party to assign its rights or obligations under this MSA in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this MSA shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or set forth below at signature. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this MSA shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this MSA, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this MSA.
- Severability. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Effective February 10th 2023 to February 27th 2023
DownloadTable of Contents
This master subscription agreement, which may include any relevant ordering documents (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” The MSA sets forth in this Agreement governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”).
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this Agreement and all Order Forms. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms. Each Order Form for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The applicable Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form. Such related affiliates must execute a separate Order Form in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this Agreement; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this Agreement and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this Agreement or the applicable Order Form; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this Agreement and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this Agreement or an applicable Order Form is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this Agreement, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this Agreement.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this Agreement, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this Agreement, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: https://www.cbinsights.com/privacy-policy.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS AGREEMENT BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the MSA or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this Agreement violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILITY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
8. Term and Termination
- Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal.
- Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there are no Order Forms in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this Agreement or any applicable Order Form for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. Upon termination of this Agreement for any reason or termination of a Team License in an Order Form, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this Agreement prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this Agreement by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- Entire Understanding. This Agreement (including all Exhibits and Order Forms, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this Agreement, and no waiver of any breach of this Agreement or right under this Agreement, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this Agreement and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this Agreement shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this Agreement shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or set forth below at signature. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this Agreement.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effectDefinitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Effective February 10th 2023 to February 10th 2023
DownloadTable of Contents
This master subscription agreement, which may include any relevant ordering documents (collectively, “Agreement”), is made by and between CB Information Services, Inc., a corporation validly existing under the laws of Delaware (“CB Insights” or “Licensor”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Licensee” or “You”). Licensee and Licensor may be collectively referred to as the “Parties” or individually as a “Party.” The Terms set forth in this Agreement governs Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein (“Effective Date”).
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
- Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Licensor hereby grants to Licensee a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited license to use the Services and access the Licensed Materials, in accordance with the terms and conditions of this Agreement and all Order Forms. Licensor reserves the right to revise or discontinue certain features or content of the Services if, in Licensor’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
- Order Forms. Each Order Form for Services will describe the License, as well as additional mutually agreed-upon limitations on use of the Services, including, to the extent applicable, Fees, the Subscription Term, the number of and/or class of permitted Users and the permitted scope of use of the Services. The number of authorized, individual Users that shall have access to the Services pursuant to a License is limited to individuals that are part of one or more designated business department(s) or functional group(s) within the Licensee’s organization (“Business Group”). The applicable Order Form will specifically identify and list the particular Business Group and total number of authorized Users (“User Limit”). For each License, only Users who are a member of the designated Business Group may access the Services. Licensee may occasionally switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User accounts with any unauthorized individuals, will be considered a material breach by Licensee. Unless expressly referenced otherwise in an Order Form, the rights granted in a License are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form. Such related affiliates must execute a separate Order Form in order to use the Services and Licensed Materials.
- Authorized Use. Except as expressly stated otherwise herein or in an applicable Order Form, Users may access the Services and use the Licensed Materials only for the Licensee’s internal business activities and may store Licensed Materials on computers or devices or locations owned by or under its control (which may include commercial cloud storage). Users may also extract, quote, and/or distribute limited selections of Licensed Materials in work product for distribution throughout Licensee’s organizations to support any of Licensee’s businesses (“Work Product”). From time to time, Licensee and its Users may also excerpt and distribute limited, insubstantial portions of Licensed Materials (in electronic form or hard copies) to third parties to support any of Licensee’s businesses, provided that any publicly available Licensed Materials shall be conspicuously attributed to Licensor, using the phrase, “SOURCE: CB INSIGHTS” or such other similar language. Notwithstanding the foregoing, to the extent Licensee receives any Licensed Materials through a Licensor API or other direct data feed, Licensee agrees it may only use such retrieved Licensed Materials for internal purposes and may not distribute such received Licensed Materials to any third parties.
- Limitations. Licensee shall not, and shall cause its Users to not: (i) distribute Licensed Materials to a third-party in any quantity or manner that would serve as a substitute for the purchase of a subscription to the Services or Licensed Materials by the recipient; (ii) use the Services in a manner contrary to or in violation of any applicable laws or in any other manner except as expressly permitted in this Agreement; (iii) market, sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index, database, interface, mobile platform, or software program that the Licensee publishes or distributes or commercially provides to third parties; (iv) decompile or reverse engineer any software relating to the Services; or (v) use the Services in any manner which competes against Licensor.
- Links to Other Websites. Licensee acknowledges and agrees that Users may, through hypertext or other computer links available in the Services, elect to gain access to websites operated by individuals or entities other than Licensor. Such hyperlinks are provided for Licensee’s and its Users’ reference and convenience only and are the exclusive responsibility of the owners of each such website. Licensee agrees and acknowledges that Licensor is not responsible for the content or operation of such websites, and that Licensor shall have no liability to Licensee, Users, or any other person or entity for the use of third-party websites. Licensee and/or its Users are solely responsible for determining the extent to which Users may use any content at any other such websites. Additionally, Licensee acknowledges and agrees that such websites may be subject to different terms and conditions which may be different from this Agreement and which will govern with respect to Users’ use of such websites.
- Registration and User ID Security. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access the Services using secure User IDs, Licensee agrees as follows (and shall compel its Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process which may be necessary to obtain access to the Services, Licensee shall provide certain truthful registration information to Licensor (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Services during the Subscription Term through the User ID, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Services in accordance with the terms of this Agreement or the applicable Order Form; and (iii) Licensee agrees to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to any person other than as directed by Licensee or permitted by Licensor in writing. Notwithstanding anything to the contrary stated herein, Licensor shall not be liable to Licensee or any third person or entity for any loss or damage directly arising from own Licensee’s failure to comply with these security requirements. Subject to any confidentiality obligations contained herein or in an applicable Order Form, Licensor reserves the right to monitor the use of the Services solely to ensure compliance with the terms of this Agreement and to maintain and improve the provision of the Services.
2. Fees and Payment Terms
- Fees. Licensee will pay Licensor all Fees in accordance with this Section 2 and the applicable Order Form. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable unless this Agreement or an applicable Order Form is terminated for cause pursuant to Section 8(c), in which case any prepaid, unearned Fees will be refunded in a prorated amount.
- Invoices and Payment. Licensee shall pay Fees according to the terms of the applicable Order Form.
- Taxes. Licensee is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Licensor’s provision of the Services hereunder, except any taxes assessed upon Licensor’s net income or payroll. If Licensor is required to directly pay Taxes related to Licensee’s use or receipt of any Services, Licensee agrees to promptly reimburse Licensor for any amounts paid by Licensor.
3. Proprietary Rights
- Licensee Property. As between Licensee and Licensor, Licensee retains all rights, title, and interest in and to the Licensee Property. Except as expressly set out in this Agreement, no right, title, or license under any Licensee Data is granted to Licensor or implied hereby, and for any Licensee Property that is licensed to Licensor, no title or ownership rights are transferred with such license.
- License to Licensor. Notwithstanding the foregoing, Licensee hereby grants Licensor a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license under Licensee IPR to access and use the Licensee Data and any other Licensee Property made available to Licensor or any of its Affiliates, solely as necessary for Licensor to provide the Services to Licensee pursuant to this Agreement.
- Licensor Property. As between Licensor and Licensee, Licensor retains all rights, title, and interest in and to the Licensor Property, and except as expressly set out in this Agreement, no right, title, or license under any Licensor Property is granted to Licensee or implied hereby. For avoidance of doubt, the granting of any license herein does not affect the ownership of any Licensed Materials, whether tangible or intangible, and, unless expressly stated otherwise in an Order Form, none of the Licensed Materials accessed through the Services shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States.
4. Confidentiality and Data Security
- Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
- Return of Confidential Information. At any time upon the request of the Disclosing Party, or in the event of termination of this Agreement, the Receiving Party will return, or destroy as so directed by the Disclosing Party, all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
- Licensee Data Security. Except as provided otherwise herein, Licensor agrees and acknowledges that it shall consider Licensee Data to be Licensee’s Confidential Information. Licensee agrees and acknowledges that Licensor may use Licensee Data only for the purposes providing, maintaining, and improving the Services to and for the Licensee. Notwithstanding the foregoing, Licensee agrees and acknowledges that Licensor will treat Licensee Data in accordance with the Licensor’s privacy statement located at: https://www.cbinsights.com/privacy-policy.
5. Warranties; Disclaimers
- Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensee warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party. Licensor warrants to Licensee that during the applicable Subscription Term the Services purchased by Licensee will substantially perform in all material respects with the applicable portions of the Documentation; provided however, that such warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Licensee or any of its Representatives, or arising from Licensee’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported manner, or from interoperability issues arising from devices or equipment or browsers used by Licensee to access the Services, or that arises from Licensee’s or any third party’s software or systems
- Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH THE SERVICES HAVE BEEN GATHERED BY LICENSOR FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE AND HAVE BEEN ARRANGED IN A WAY THAT LICENSOR BELIEVES WILL INCREASE THE EASE OF ACCESS, USE, AND UTILITY OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (2) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (3) LICENSOR’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR: (A) LOSS OF DATA THAT IS NOT DUE TO A BREACH OF THIS AGREEMENT BY LICENSOR; (B) THE INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- No Professional Advice. LICENSEE AGREES AND ACKNOWLEDGES THAT NONE OF THE SERVICES OR PROVISION OF LICENSED MATERIALS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY LICENSOR. LICENSOR DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY, SELL, OR RECOMMEND ANY SECURITIES OR COMPANIES. LICENSEE ACKNOWLEDGES THAT IT MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS OWN DUE DILIGENCE, INVESTIGATION AND OTHER SPECIFIC INVESTMENT CRITERIA.
6. Indemnification
- Indemnification by Licensor. Licensor will defend and pay Licensee, its employees, directors and officers (the “Licensee Indemnified Parties”) from and against any and all costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered or incurred by any Licensee Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Licensee Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that the Services or any part thereof is likely to, in Licensor’s sole opinion, or do become the subject of an Infringement Claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Licensee Fees paid by Licensee to Licensor for the infringing items in an amount prorated to reflect the period of time between the date Licensee was unable to use the Services due to such Infringement Claim and the remaining days in the current Subscription Term. Licensor shall have no liability for any Infringement Claim arising from (1) Licensee’s use or supply to Licensor of any Licensee Property; (2) use of the Services other than in accordance with the Terms or in combination with any software, hardware, network or system not supplied by Licensor if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Licensor), if the alleged infringement arises in connection with such modification or alteration; or (4) Licensee’s violation of applicable law or third party rights.
- Indemnification by Licensee. Licensee will defend and pay Licensor, its employees, directors and officers (the “Licensor Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Licensor Indemnified Party, arising from any Third Party Claim against an Licensor Indemnified Party : (i) alleging that any Licensee Property or Licensee’s use of the Services beyond the license granted in this Agreement violates the rights of privacy or publicity of any third party, or infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, and/or (ii) of infringement or misappropriation excluded from Licensor’s foregoing indemnity obligations under Section 6(a).
- Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section 6 are subject to the limitations and exclusions set forth in Section 7 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.
7. Limitation of Liability
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (THE “LIABILITY CAP”), EXCEPT THAT: (I) LIABILITY ARISING OUT OF A BREACH OF THE OBLIGATIONS IN SECTION 4 (CONFIDENTIALITY AND DATA SECURITY) WILL INSTEAD BE LIMITED TO THE HIGHER LIMIT OF THREE TIMES (3X) THE LIABILITY CAP; (II) LICENSEE’S BREACH OF SECTION 1(d) SHALL BE LIMITED TO THE HIGHER LIMIT OF TEN TIMES (10X) THE LIABILITY CAP; AND (III) THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF EITHER PARTY WILL NOT BE LIMITED BY THE LIABILTY CAP. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
8. Term and Termination
- Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until terminated in accordance with Section 8(c).
- Term of Subscriptions. Licensee’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form. Pricing for any renewal term may increase by up to five percent (5%) above the applicable pricing in the prior Subscription Term to the current per-unit list pricing. Except as expressly provided in an applicable Order Form, renewal of any promotional or one-time priced offerings may be priced at the certain list price in effect at the time of the applicable renewal.
- Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there are no Order Forms in effect for more than ninety (90) days, continuously. For avoidance of doubt, neither Party may terminate this Agreement or any applicable Order Form for convenience during the Subscription Term.
- Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. Upon termination of this Agreement for any reason or termination of a Team License in an Order Form, Licensee shall (and shall ensure that all Users within an applicable Team License shall) immediately cease accessing and using the Services and Licensed Materials, and Licensee must delete and destroy all copies of Licensed Materials stored on Licensee systems or that is otherwise in Licensee’s possession or under Licensee’s control. Licensee may, however, retain Licensed Materials in aggregate form that is included in Work Product, articles, blogs, or other content or materials, that were created in accordance with the terms of this Agreement prior to the effective date of termination. Additionally, Licensee may retain Licensed Materials which are required to be retained pursuant to regulatory or other data-retention policies.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 1(d), 2, 3(a) and (c), 4, 7, 8(d) and (e), and 9. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration.
9. Miscellaneous Provisions
- Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties and Licensor will be considered an independent contractor when performing any Services hereunder.
- Licensee Affiliates. An Affiliate or parent of Licensee may purchase Services subject to the terms of this Agreement by executing Order Forms with Licensor hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- Entire Understanding. This Agreement (including all Exhibits and Order Forms, all of which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Licensee purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Licensee, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Modification; Waiver and Cumulative Remedies. Except for Licensor’s modification or update of the Services, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this Agreement, and no waiver of any breach of this Agreement or right under this Agreement, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Arbitration; Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by final and binding arbitration in New York City, New York (except for an action for interim equitable relief otherwise permitted under this Agreement and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of New York for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
- Publicity. Any press release developed by a Party regarding this Agreement shall be subject to the prior written consent of the other Party. Licensor may identify Licensee as a user of the Services by referencing Licensee’s name and logo, provided that such reference is consistent with Licensee’s generally applicable branding guidelines and that Licensor will cease making such references after receiving written notice from Licensee to do so.
- Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Licensor may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of Licensee, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
- Notices. All notices under this Agreement shall be in writing and shall be delivered to the emails or addresses first set forth in the Order Form(s) or set forth below at signature. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
- Anti-Corruption. Licensee acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Licensor employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Licensee will promptly notify Licensor if it offers or receives any such improper payment or transfer in connection with this Agreement.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effectDefinitions
- “Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
- “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form. The Licensor Property shall constitute Licensor’s Confidential Information regardless of the means or manner by which it is disclosed. Licensee Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- “License” means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, or any other valid and authorized right/license as permitted by Licensor.
- “Licensed Materials” means all content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Services.
- “Licensee Data” means, other than the Utilization Data, all data or information submitted, electronic or otherwise, by or on behalf of Licensee to the Services and/or to Licensor.
- “Licensee Property” means (i) the Licensee Data, and (ii) all patent, copyright, trade secret or other intellectual property rights embodied in or related to any of the foregoing (the “Licensee IPR”).
- “Documentation” means all documentation and other instructional material, if applicable, made available by Licensor regarding the use of the Services.
- “Fees” means all fees specified in or otherwise incurred pursuant to an Order Form.
- “Licensor Property” means (i) the Services, (ii) all Licensed Materials supplied by Licensor in connection with, or used by Licensor in providing, any of the foregoing, and (iii) all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to any of the foregoing. For clarity, Licensor Property includes Utilization Data and any information, data, or other content derived from Licensor’s authorized monitoring of any User’s access to or use of the Services but does not include Licensee Data.
- “Order Form” means an ordering document for Services purchased from Licensor that has been executed hereunder by the Parties, including without limitation any attached or associated statement of work.
- “Representatives” means with respect to any individual and/or the entity on whose behalf such individual is entering into a commercial agreement with Licensor, all users, employees, agents, subcontractors and other representatives of such individual or entity (as applicable).
- “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins as well as certain standalone or recurring research services or reports provided by CB Insights directly or via certain websites owned and operated by Licensor, as well as (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
- “Subscription Term” means the subscription period set forth in the applicable Order Form during which Licensor agrees to provide the Services to Licensee.
- “Team License” means a License specifically for a defined number of individual Users within or among the designated Business Group(s) (as defined herein) who typically work closely together on a daily basis and are part of the same immediate chain-of-command. Individuals who only periodically work together or tangentially support the designated Business Group may not be considered Users under a Team License and must be part of their own, separate License.
- “User” means a person directly affiliated with Licensee who has an email address with Licensee’s organization and is the recipient of the Services.
- “Utilization Data” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Data Processing Addendum
Effective July 3rd 2023
DownloadTable of Contents
DATA PROCESSING AGREEMENT
Last updated July 3, 2023
This Data Processing Agreement (the “DPA“) available at https://legal.cbinsights.com/ forms part of and is incorporated into the Agreement or other written or electronic agreement (the “Agreement”) between Customer and CB Information Services, Inc. (“CB Insights”). Each of CB Insights and Customer shall be referred to individually as a Party and collectively as the Parties. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
As specifically indicated in the Agreement, Customer enters into this DPA on behalf of itself and on behalf of its Affiliates to the extent CB Insights processes Personal Data on behalf of Customer and its Affiliates in the course of providing Services.
In order to enable the Parties to carry out their relationship in a manner that is compliant with Applicable Data Protection Law, the Parties agree follows:
1.DEFINITIONS
All terms and phrases not defined herein shall have the meanings set forth in the Agreement or in Applicable Data Protection Law.
“Affiliate” means any Customer affiliate permitted to use the Services pursuant to the Agreement.
“Applicable Data Protection Law” means the laws and regulations applicable to the Processing of Personal Data under the Agreement.
“California Privacy Laws” means the California Consumer Privacy Act of 2018, as amended the California Privacy Rights Act of 2020, and their respective implementing regulations.
“Controller” and “Business” means the party that determines the purposes and means of the Processing of Personal Data.
“Customer” means the entity that executed the Agreement together with its Affiliates, which Affiliates have signed an Order Form.
“Customer Data” means any and all information provided or made available by Customer to CB Insights through Customer’s access to and use of the Services.
“Data Subject” means an identified or identifiable person entitled to rights under Applicable Data Protection Law and to whom Personal Data relates.
“GDPR” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
“Personal Data”means any information relating to an identified or identifiable natural person where such information is protected as personal data, personal information, or personally identifiable information under Applicable Data Protection Law where such data is Customer Data.
“Processing” means an operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and whereas “Process,” “Processes,” and “Processed” shall be interpreted accordingly.
“Processor” and “Service Provider” mean a Party that Processes Personal Data on behalf of a Controller.
“Security Breach” means a breach of security of the CB Insights security standards leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
“Services” means the Services, including any customer support services, provided by CB Insights to Customer pursuant to the Agreement.
“Standard Contractual Clauses” shall mean (i) the clauses annexed to European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=en, as may updated, amended, and superseded from time-to-time; and (ii) and the UK International Data Transfer Addendum (“UK IDTA”) available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may updated, amended, and superseded from time-to-time.
“Sub-processor”means any third party engaged by CB Insights that Processes Personal Data.
“Supervisory Authority”means an applicable independent public authority which is established by an EU Member State pursuant to the GDPR, the UK Information Commissioner’s Office (ICO), or the Swiss Federal Data Protection and Information Commissioner (FDPIC).
“UK GDPR” means the Data Protection Act 2018, including any amendments thereto.
2. DATA PROCESSING TERMS
2.1 Roles and Relationships. The Parties acknowledge and agree that with regard to Personal Data Processed under the Agreement, Customer is the Controller and CB Insights is the Processor. With respect to the California Privacy Laws, CB Insights shall be considered a Service Provider to Customer, which is the Business, to the extent that the California Privacy Laws apply.
2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services and provision of instructions to CB Insights, process Personal Data in accordance with Applicable Data Protection Law. Customer is solely responsible for its compliance with Applicable Data Protection Law, including providing required notices and obtaining required consents, and in regards to the accuracy, quality, and lawful basis of Processing and the means by which Customer acquired such Personal Data with respect to Customer’s use of the Services.
2.3 Documented Instruction. Customer instructs CB Insights to process Personal Data for the purposes of providing the Services in accordance with the Agreement and any other documented reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement.
2.4 Details of Processing. The subject matter of the Processing is the Services under the Agreement, the nature of which Processing is as set forth in the Agreement. The duration of Processing shall be for the duration of the provision of Services to Customer and any time thereafter as may be expressly agreed by CB Insights and Customer or as may be permitted or required by applicable law.
2.5 California Privacy Laws. For purposes of the California Privacy Laws, the nature of the Processing is for a Business Purpose and does not involve the “sale” or “sharing” of Personal Data by CB Insights, as such term is defined by the California Privacy Laws. CB Insights shall not retain, use, or disclose Personal Data for any purpose other than for the Business Purpose specified in the Agreement and shall not combine Personal Data with other information except as expressly permitted by Customer or the California Privacy Laws. CB Insights shall comply with the obligations of and provide the same level of protection as required by the applicable California Privacy Laws. As set forth in Section 3.5, CB Insights grants Customer the right, upon notice, to take reasonable and appropriate steps to help ensure that CB Insights uses the Personal Data in a manner consistent with the California Privacy Laws and to stop and remediate the unauthorize use of Personal Data. CB Insights will cooperate with Customer in responding to verifiable consumers requests, such as in regards to the deletion of Personal Data. CB Insights will notify Customer if it determines that it can no longer meet its obligations under the California Privacy Laws.
3.PROCESSOR OBLIGATIONS
3.1 Confidentiality. Persons authorized by CB Insights to Process Personal Data shall be committed to a duty of confidentiality.
3.2 Processing Limitations. CB Insights shall process Personal Data in accordance with Customer’s documented instructions and/or as otherwise permitted or required by Applicable Data Protection Law. CB Insights shall immediately inform Customer if, in its opinion, an instruction infringes Applicable Data Protection Law.
3.3 Security of Processing. CB Insights shall implement the technical and organizational measures, as set out in Annex II to the Standard Contractual Clauses attached to this DPA, designed to protect against the unauthorized or unlawful processing, accidental or unlawful destruction, loss or alteration or damage, and unauthorized disclosure or access to Personal Data.
3.4 Security Breach Notification. CB Insights shall notify Customer without undue delay upon becoming aware of a breach of Personal Data for which notification to Customer is required under Applicable Data Protection Law. To the extent that the cause of the breach of Personal Data can be reasonably mitigated by CB Insights, CB Insights shall use commercially reasonable efforts to mitigate such cause.
3.5 Audits and Inspections. Upon Customer’s reasonable request and subject to the confidentiality obligations set forth in the Agreement, CB Insights shall make available to Customer a copy of CB Insights’ then most recent third-party audits or certifications, to the extent applicable and available (the “Audit Report”) subject to CB Insights’ redaction of information reasonably determined by CB Insights to constitute “High Sensitivity” information. To the extent that additional information is necessary to satisfy Customer’s audit requirements under Applicable Data Protection Law, upon not less than thirty (30) days’ notice and at Customer’s expense, and not more frequently than once per 12-month period (unless required by Applicable Data Protection Law), Customer may request such additional information, up to and including remote inspections of the systems and processes involved in the Processing of Personal Data. Remote audits shall be performed in a manner that limits disruption to CB Insights’ business operations and in accordance with CB Insights’ security policies. CB Insights shall comply, as legally necessary, with audits by a competent Supervisory Authority (or other competent regulator of Personal Data) under Applicable Data Protection Law.
3.6 Data Subject Rights. Taking into account the nature of the processing and to the extent Customer cannot respond to a Data Subject request through functionality made available via the Services, CB Insights shall provide commercially reasonable assistance upon Customer’s request to enable Customer to fulfill its obligations with respect to responding to Data Subject requests under Applicable Data Protection Law.
3.7 Data Protection Impact Assessments and Prior Consultation. To the extent required by Applicable Data Protection Law in relation to the Processing of Personal Data by CB Insights, CB Insights shall render reasonable assistance to Customer in performing Data Protection Impact Assessments and providing Prior Consultation in accordance with Applicable Data Protection Law. CB Insights reserves the right to charge Customer for its reasonable expenses in providing such assistance.
3.8 Return or Deletion of Personal Data. As may be required by Applicable Data Protection Law, upon termination of the Services, CB Insights shall, upon Customer’s written request and/or as may be provided in the Agreement, return or delete Personal Data, including copies of such data in CB Insights’ custody or control, unless and only to the extent CB Insights has a legitimate legal basis for retaining such data. With respect to deletion, CB Insights shall utilize a commercially reasonable means of deletion and/or disposal of its choosing. If CB Insights retains Personal Data for legal reasons, CB Insights will only actively process such Personal Data in accordance with applicable law. Notwithstanding the foregoing, CB Insights may retain any anonymous information obtained through Customer’s use of the Services.
4.SUBPROCESSING
4.1 Appointment of Sub-processors. CB Insights may appoint and retain Sub-processors, which may include its Affiliates, in the Processing of Personal Data. Customer further agrees CB Insights’ Sub-processors may engage Sub-processors in the Processing of Personal Data. CB Insights shall remain responsible for the acts and omissions of its Sub-processors as for its own acts and omissions. Sub-processors shall be bound to Processing Personal Data consistent with the requirements hereunder and Applicable Data Protection Law.
4.2 General Authorization. CB Insights shall have Customer’s general authorization to engage Sub-processors from the Sub-processor List available here https://legal.cbinsights.com/, as may be updated from time-to-time.
4.3 Change in Sub-processors. CB Insights may remove, replace, and appoint new Sub-processors in its discretion upon ten (10) days written notice, which notice may be provided through CB Insights’ updating its Sub-processor List at https://legal.cbinsights.com/. Customer may object in writing to the appointment of a new Sub-processor on grounds of data protection within ten (10) days of CB Insights’ notice of such appointment, otherwise the appointment shall be deemed accepted by Customer. Any objection by Customer to the appointment of a Sub-processor shall be made in good faith and supported by reasonable information. Upon Customer making such an objection, CB Insights and Customer shall negotiate in good faith to reach a mutually agreeable resolution within thirty (30) days of CB Insights’ receipt of Customer’s objection. If a resolution cannot be reached within thirty (30) days of CB Insights’ receipt of Customer's objection, either Party may terminate the affected portion of the Services without further liability upon reasonable written notice.
5.AFFILIATES
5.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA in the name of and on behalf of itself and, as applicable, its Affiliates, thereby establishing a separate DPA between CB Insights and each such Affiliate subject to the provisions of the Agreement. Each Affiliate agrees to be bound by this DPA.
5.2 Communications. Customer, as the contracting party to the Agreement, is solely responsible for coordinating all communications with CB Insights under this DPA and making and receiving any communications in relation to this DPA on behalf of its Affiliates.
5.3 Rights of Affiliates. Where an Affiliate becomes a party to this DPA, it shall to the extent required under Applicable Data Protection Law be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
Except where applicable Data Protection Law requires the Affiliate to exercise a right or seek any remedy under this DPA against CB Insights directly, the Parties agree that (i) Customer shall exercise any such right or seek any such remedy on behalf of the Affiliate, and (ii) Customer shall exercise any such right under this DPA not separately for each Affiliate individually but in a combined manner for itself and all of its Affiliates together.
6.TRANSFERS TO THIRD COUNTRIES
This Section 6 applies only if and to the extent that Personal Data Processed under the Agreement is transferred to a third country from the European Union/European Economic Area (“EU/EEA”), United Kingdom (“UK”), and/or Switzerland, not subject to an applicable adequacy decision.
6.1 Incorporation and Application of Standard Contractual Clauses. This DPA incorporates by reference the Standard Contractual Clauses for international transfers of Personal Data from the EU/EEA, UK, and Switzerland, respectively, as permissibly customized by the Parties. The Standard Contractual Clauses shall apply only if and to the extent Personal Data Processed under the Agreement is subject to a restriction on such transfer (e.g., a transfer not covered by an adequacy decision) under the GDPR, UK GDPR, or FADP (a “Restricted Transfer”).
To the extent that the Standard Contractual Clauses apply, the Standard Contractual Clauses shall prevail over contradictions between this DPA and the Standard Contractual Clauses with respect to the subject matter of the Standard Contractual Clauses.
Where Personal Data is subject to a Restricted Transfer from Switzerland, the Standard Contractual Clauses shall be modified in accordance with the following:
(a) “FDPIC” means the Swiss Federal Data Protection and Information Commissioner.
(b) “Revised FADP” means the revised version of the FADP of 25 September 2020, which is scheduled to come into force on 1 September 2023.
(c) The term “EU Member State” are not to be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Standard Contractual Clauses.
(d) The Standard Contractual Clauses shall also protect the data of legal entities until the entry into force of the Revised FADP.
(e) The FDPIC shall act as the “competent supervisory authority” insofar as the relevant data transfer is governed by the FADP.
6.2 Invalidation Event. In the event that the Standard Contractual Clauses are invalidated, replaced, superseded, or otherwise determined by an applicable competent authority to no longer provide adequate protection to a transfer of Personal Data to a relevant third country or countries (an “Invalidation Event”), the Parties agree to reasonably cooperate to adopt another appropriate transfer mechanism to prevent undue disruptions to the transfers of Personal Data to such third country or countries.
6.3 Transfer Impact Assessment. To the extent required by Applicable Data Protection Law, the Parties agree to reasonably cooperate to assess the risks associated with Restricted Transfers of Personal Data. The Parties agree that such assessment(s) shall be Confidential Information provided that disclosure to the Supervisory Authority is permitted by either Party upon the Supervisory Authority’s legitimate request for such information.
7.GENERAL TERMS
7.1 Term and Termination. The term of this DPA is identical to the term of the Agreement. Except as otherwise agreed herein, termination rights and requirements shall be the same as set forth in the Agreement.
7.2 Governing Law and Dispute Resolution. Governing law and dispute resolution shall be the same as set forth in the Agreement.
7.3 Notice. Any and all notices shall made be as set forth in the Agreement.
7.4 Amendment. This DPA may be amended from time-to-time by CB Insights in its sole discretion upon thirty (30) days’ notice to Customer.
7.5 Entire Agreement. This DPA constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any and all prior written and/or oral agreements.
Schedule to the DPA
Controller/Exporter | Customer, as set forth in the Agreement |
Processor/Importer | CB Insights, as set forth in the Agreement |
Date of the Clauses | As of the date of the Agreement |
Module | Module Two: Transfer Controller to Processor |
Data Controller/Exporter is engaged in | Consumption of the specified Services under the Agreement |
Data Controller/Exporter is using the personal data which is being transferred for the following purposes or activities | CB Insights’ specified Services under the Agreement |
Data Processor/Importer is engaged in | The provision of the Services specified in the Agreement |
Categories of data subjects | The data subjects are those who are the object of the Processing set forth in the Agreement, namely Customer’s designated end users of the Services |
Categories of personal data | Controller/Exporter determines and controls, in its sole discretion, the information transferred by and through its consumption of the Services or as otherwise provided to CB Insights. |
Sensitive or special category data | n/a |
Frequency of the transfer | Continuous per Customer’s consumption of the Services |
Nature of the processing | Data Processor/Importer will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Data Controller/Exporter in its use of the Services. Consistent with the Services, processing operations include receiving data, collection, accessing, retrieval, recording, and data entry; holding data, including storage, organisation and structuring; and using data, including analysing and testing. |
Purpose of the data transfer and further processing | To Process Personal Data as necessary to perform the Services pursuant to the Agreement and as further instructed by Controller/Exporter in its use of the Services |
Retention period (or criteria used to determine retention) | Personal Data is retained for the period of the Agreement unless otherwise retained for legal or compliance purposes or as otherwise permitted by Applicable Data Protection Law |
For the purposes of Clause 7 | Docking Clause is included |
For the purpose of Clause 9(a), use of sub-processors, the data importer has the Data Controller's/Exporter’s | General written authorization for the engagement of sub-processors in accordance with Section 4 of the DPA |
For the purposes of the Clause 9(a), the Data Processor/Importer shall specifically inform the Data Controller/Exporter in writing of any intended changes to that list through the addition |