These license terms and conditions (the “License Terms”) are applicable to all orders (each, an “Order”) placed by an individual on his/her own behalf or on behalf of an organization (“you”) for any survey data, forecast data, research reports, publications, and any other Product(s) owned by IE MARKET RESEARCH CORP. (“IEMR”), including those created by IEMR in connection with any custom services contracted for by you (each, a “Product”, together “Product(s)”.

 

Orders shall be binding upon acceptance by IEMR (or its authorized distributors), such acceptance shall be deemed to occur upon the delivery of a Product by IEMR (or its authorized distributors) to you. Orders may be placed by you: (i) through the website located at www.iemarketresearch.com (the “Website”), (ii) the use of an order form (whether provided on the Website or made available to you by a third party), or (iii) through an authorized distributor of IEMR. You shall not have the right to cancel or amend an Order without written consent from IEMR.

 

1. LICENSES

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1.1 Single-User. Upon acceptance of an Order for a “Single-User” license, IEMR shall grant you a worldwide, non-exclusive, non-transferable license to: (a) download, store and display one electronic copy of the Product in machine readable form; and (b) print additional paper copies of the Product for internal business use within your organization, provided that IEMR is, in each case, cited as the source of the Product. Notwithstanding the foregoing, you shall NOT be permitted to:

(a) transmit (including, but not limited to, by email) to, or permit any, third party to use and/or gain access to an electronic copy of the Product;

(b) resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Product (in whole or in part) to any third party;

(c) modify or alter the Product or create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Product other than for internal business purposes;

(d) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Product other than as expressly permitted above; and

(e) use the Product in any manner that would contravene the terms and conditions contained in these License Terms or that would contravene laws in Canada, or in any other jurisdiction.

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1.2 Multi-User. Upon acceptance of an Order for a “Multi-User” license, IEMR shall grant you a worldwide, non-exclusive, non-transferable license to: (a) download, store, transmit and display multiple electronic copies of the relevant Product, in machine readable form, to employees of his/her company (“Personnel”); and (b) print additional paper copies of the Product for internal business use within your organization, provided that IEMR is cited as the source of the Product. Notwithstanding the foregoing, you shall NOT be permitted to:

(a) distribute or display an electronic or paper copy of the Product to any third party (i.e. non-Personnel);

(b) resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Product (in whole or in part) to any third party;
 

(c) modify or alter the Product or create a database in electronic or structured manual form by systematically downloading and storing any of the content from such Product;
 

(d) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Product other than as expressly permitted above; and
 

(e) use the Product in any manner that would contravene the terms and conditions contained in these License Terms or that would contravene laws in Canada, or in any other jurisdiction.

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1.3 Annual Subscriptions. Where you use an order form (whether provided on the Website or made available to you by a third party) for an annual subscription to certain Product(s) made available by IEMR within a set duration of time (each, an “Annual Subscription”), such Annual Subscription shall either be a: (a) Single-User license, or (b) Multi-User license, for the relevant Product(s). These License Terms shall apply, mutatis mutandis, to each Annual Subscription and, regardless of the form of Order used, are deemed to be notified to, and accepted by, you.

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2. PAYMENT

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2.1 Fees. You shall pay IEMR all fees in accordance with the applicable payment terms set forth in the applicable Order (“Fees”), and at IEMR’s option, IEMR may suspend access to the Products if IEMR has not received payment of the Fees from you when due.

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2.2 Taxes. All Fees payable hereunder to IEMR are exclusive of all goods and services, sales, use or other taxes, customs, duties and similar levies, if any, payable in or to any jurisdiction or authority whatsoever, which taxes, duties and levies will be your responsibility, excluding taxes levied on the income of IEMR.*

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2.3 Overdue Amounts. If any Fees are not paid to IEMR when due, you will pay to IEMR interest on such overdue amount calculated from the date when due until the date that payment is received at the lesser of (a) the rate of two percent (2%) per month compounded monthly (equivalent of 26.86% per annum), or (b) the maximum rate allowed under applicable law.

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2.4 Collection Expenses. You agree to reimburse IEMR for any and all collection related expenses incurred by IEMR (including, but not limited to, reasonable attorney’s fees) in the collection of any amounts owed to IEMR pursuant to an Order.

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2.5 No Refunds. No refunds or credits will be issued for: (a) non-use or partial use of any Product(s), (b) upgrade/downgrade refunds, or (c) refunds for months unused with an Annual Subscription.

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2.6 Compliance and Change of Scope. IEMR shall have the right to verify your compliance with these License Terms, through any method available, or preferred by, IEMR to perform such verification and the choice of such method shall be in the sole discretion of IEMR. In the event IEMR detects non-compliance on your part with these License Terms in connection with any Product(s) purchased, IEMR may, in its sole discretion, without limitation to any other rights of IEMR under these License Terms, without prior notice to you: (a) modify the scope of or upgrade the relevant license to bring it into compliance with the actual usage of the Product(s) by you, (b) invoice you with such additional fees to reflect the change of the scope of license, (c) take any further steps that IEMR deems necessary to correct such non-compliance.

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3. OWNERSHIP

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All copyrights, patents, utility models, trade-marks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights that may exist relating to the Product(s) (“Intellectual Property Rights”) are the sole property of IEMR. You shall not obtain any Intellectual Property Rights in the Product(s) pursuant to or arising out of their use of the Product(s), except for the license granted by IEMR to use the Product(s) as set forth herein.

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4. THIRD PARTY CLAIMS

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You shall fully indemnify IEMR in respect of any infringement of any Intellectual Property Rights arising as a result of your use of the Product(s) in breach of these License Terms. You shall allow IEMR (or its licensors) to control any proceedings arising as a result of any infringement, threatened infringement or claim relating thereto. You shall make no admission as to liability nor accept any settlement. You shall also, at the request of IEMR, offer reasonable assistance and cooperation in relation to any such proceedings. Any recovery obtained from such proceedings shall accrue solely for the benefit of IEMR.

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5. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

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5.1 Disclaimer. All Product(s) are provided on an “as is”, “as available” basis and IEMR expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose.

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5.2 No Warranty. IEMR, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of IEMR or its affiliates do not warrant that any Product(s): (a) will meet any specific requirements; (b) will be uninterrupted, timely, secure, or error-free; or (c) will contain accurate or reliable results. Except as expressly set out in these License Terms, all such warranties are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability and use of the Product(s) and acknowledge that, as stated above, IEMR does not provide any additional warranties or guarantees relating to the Product(s).

 

5.3 No Liability. IEMR, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of IEMR or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if IEMR has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use any Product(s); (b) the cost of procurement of a substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from any Product(s); (c) any unauthorized access to or alteration of any Product(s); (d) any price change, suspension or discontinuance of any Product(s); or (e) any other matter relating to any Product(s).

 

 

6. CONFIDENTIALITY

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Except as strictly required to use the Product(s) pursuant to these License Terms, you shall not use, copy, adapt, alter, disclose, publicize (or in any way part with possession of) any information of IEMR which comes into your possession as a result of these License Terms (“Confidential Information”). This obligation shall not apply to information which: (a) you can prove was already in your possession at the date it was received or obtained; or (b) you have obtained from a third party with good legal title thereto.

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7. NOTICES

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Any notice, invoice or other document sent from one party to the other shall be duly given if sent to an authorized representative of the other party (including, but not limited to, any individual named in an Order) by: (a) registered mail or courier delivery to the other party’s principal place of business, (b) facsimile, or (c) email (with return receipt requested).

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8. FORCE MAJEURE

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IEMR shall not be liable for any delay or failure to perform any obligation under these License Terms insofar as the performance of such obligation is prevented by an event beyond IEMR’s reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint by the government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.

 

 

9. TERM AND TERMINATION

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9.1 General. These License Terms shall be deemed to be effective as of the date of acceptance of IEMR of an Order from You (the “Effective Date”) and shall continue in full force and effect until terminated in accordance with its terms. Notwithstanding anything contained in this Section 9, IEMR may, in its sole discretion, terminate any license granted to you hereunder without notice in the event of non-compliance by you with these License Terms, including, but not limited to the non-payment of any amounts due and payable to IEMR.

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9.2 Annual Subscriptions. Each Annual Subscription shall commence on the Effective Date applicable to it and continue in full force and effect for a twelve (12) month period (the “Initial Term”). Thereafter, each Annual Subscription shall renew for successive twelve (12) month periods (each, a “Renewal Term”). Either party may cancel the relevant Annual Subscription with three (3) months advance written notice to the other party.

 

 

10. MISCELLANEOUS

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10.1 Entire Agreement. These License Terms, along with any terms and conditions set forth in an Order, constitute the entire agreement between the parties relating to the licensing of the Product(s) and supersedes all previous agreements and understandings, whether oral or written, relating to such licensing. In the event of any inconsistency between these terms and conditions and any Order, these License Terms shall prevail. No modifications, amendments or supplements to these License Terms shall be effective for any purpose unless in writing signed by each party. Approvals or consents hereunder by a party shall also be in writing.

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10.2 Assignment. You shall not have the right to assign your rights or obligations under these License Terms to another party without the prior written consent of IEMR.

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10.3 No Waiver. Failure of IEMR at any time to enforce any of these terms and conditions or to require performance by you of any such term or condition shall not be construed as a waiver of such provision or affect the right of IEMR to enforce the same.

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10.4 Severability. If any provision of these License Terms, or an Order, is held to be invalid or unenforceable by any court or administrative body of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions of these License Terms, and all provisions not so affected by such invalidity or unenforceability shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic objectives of the invalid or unenforceable provision.

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10.5 Survival. Sections 2 through 8 and 10 shall survive the expiration of termination of these License Terms.

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10.6 Governing Law and Jurisdiction. These License Terms shall be governed by the laws of the Province of British Columbia (Canada), without regard to any principles of conflicts of law. Any disputes arising in connection with these License Terms (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia.

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10.7 Equitable Relief. You acknowledge that your breach of these License Terms may cause IEMR irreparable damage for which recovery of money damages would be inadequate, and you agree that IEMR shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction) injunctive relief and/or other equitable relief to prevent or restrain any breach by you or otherwise to protect its rights, without being required to post a bond or other security.