This Market Report Subscription Agreement/Website Usage Agreement is entered into on (“Effective Date”) by and between (“Distributor”) and (“you” or “Subscriber”).
This Market Report Subscription Agreement/ Website usage permits you to access, receive and use certain Market Reports (defined below) in accordance with the following terms and conditions of this Market Report Subscription Agreement (the “Agreement”).
The Agreement governs your access to receive and use the market reports, and constitutes a binding legal agreement by and between Distributor and Subscriber (each of Distributor and the Subscriber, a “Party” and collectively, the “Parties”).
1. “Distributor” means AgPulse Analytica Pvt. Ltd., and includes all its representatives, agents, employees, directors, officers, legal heirs and assigns.
2. “Force Majeure Event” means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software malfunctions. “Person” means any natural person, proprietorship, corporation, partnership, limited liability company or other organization.
3. “Market Report” [MOU1] means information and data pertaining to reports regarding marketing commentary, crop progress & condition, supply demand sheets, trade flows, seasonality, prices, weather updates, policy updates, geographical data, product variety data, historic data sheets, data as to acres/production/yield, government policies, in relation to products, whether published or unpublished, statistical models to map future variables, market intelligence reports, Materials and data that are delivered directly by Distributor via email, extract, API or any other delivery method and the data available on the Website.
4. “Products” includes pulses including but not limited to yellow peas, chickpeas, pigeon peas, lentils, wheat, grains, corn, barley, oilseeds including but not limited to canola, flax seeds and other products.
5. “Subscriber” means any person individual or Firm or Corporate Body subscribing to the weekly or monthly reports published on the Website or sent by the Distributor through email, login ID password provided on the website, http://agpulse.net or any other medium, and includes the person registered on the Website, who subscribe to Market Report as per this Agreement and includes a trialist.
6. “Website” means http://www.agpulse.net and all the contents available thereat.
2.1 Subscriber acknowledges and agrees that Distributor has exclusive and valuable property rights in and to the Market Report, that such Market Report constitute valuable confidential information, generated through time and money invested by the Distributor and that, but for the Agreement, Subscriber would have no rights to distribute, alienate with, disseminate or share such data to any other person/third party, without the express and written permission of the Distributor.Market Report shall not be copied, reproduced, republished, distributed, uploaded, posted, transmitted, displayed, modified or used without Distributor’s express prior written permission.
2.2 Subscriber acknowledges and agrees that disclosure of any Market Report, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to the Distributor for which money damages would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that the Distributor shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of the Agreement (including, without limitation, any disclosure or threatened disclosure of Market Report) in addition to and not in limitation of any other legal or equitable remedies which may be available.
3.1 The Agreement sets forth the terms and conditions under which Subscriber may use the Market Report. Subscriber acknowledges that, notwithstanding any agreement, Distributor may, in its discretion, discontinue disseminating Market Report or change or eliminate its own transmission method, speed or signal characteristics. In addition, Subscriber acknowledges and agrees that the Distributor or Distributor reserve the right to disapprove any Subscriber and to terminate any Subscriber’s receipt of Market Report for any reason or no reason.
3.2 (i) Except as provided in section 3.2 (iii) below, Subscriber will use Market Report only for its own internal business activities (internal business activities shall exclude subsidiaries and affiliates) and only at the offices and locations designated by Subscriber in writing to Distributor from time-to-time. (The term “for its own internal business activities,” as used in the immediately preceding sentence herein, means for Subscriber’s (a) trading, for its own account or for the account of its customers (b) evaluating, for its own internal business decisions
(ii) Subscriber agrees that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Market Report, in any format, to any other party or any office or location other than that designated above, nor allow any other party to take, directly or indirectly, any of the Market Report from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent the Market Report from being taken therefrom.
(iii) Subscriber will abide by any other limitations on such use that any of the Distributor may specify from time to time. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents maintain sole control and physical possession of, and sole access to, Market Report received through Devices in Subscriber’s possession.
Moreover, any permissible recipients of Market Report must be advised by Subscriber that such segments are proprietary and confidential information not to be disclosed or disseminated to other persons or entities. Subscriber agrees to make all reasonable efforts to ensure that such recipients abide by the provisions of the Agreement.
(iv) Subscriber will use its best efforts to ensure that no unauthorized dissemination of the Market Report is permitted.
4.1 Subscriber will pay Distributor for the right to receive Market Report in accordance with the then-current fee schedule. Market Report fees are subject to modification by Distributor at any time, without prior notice to Subscriber[MOU2] .
4.2 Subscription Fee shall be payable in advance and Subscriber shall not be paid any refund of subscription fee in any case whatsoever in nature including termination by subscriber of Distributor or otherwise or for any other reason.
5.1. By subscribing to the Market Report and by accessing the Website, you (“You” or the “User”) acknowledge that you have read, understood and accepted, without reserve, these Terms of Agreement and website Usage, as modified by the Distributor time to time.
6.1 Subscriber covenants, represents and warrants that it is not engaged in the business of distributing Market Report and that, to its knowledge after reasonable inquiry, it is receiving the Market Report as authorized hereunder.
6.2 Subscriber agrees that it will not use or permit any other Person to use Market Report for any illegal purpose.
6.3 Subscriber agrees that it will not use Market Report in any way to compete with the Distributor or Distributor, nor use the Market Report in any way so as to assist or allow a third party to compete with the Distributor or Distributor.
6.4 Subscriber agrees that the provision of Market Report hereunder is conditioned upon Subscriber’s strict compliance with the terms of the Agreement and that the Distributor or Distributor may, with or without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof.
6.5 Subscriber further represents and warrants that (i) it has all necessary power and authority to execute and perform the Agreement; (ii) the Agreement is legal, valid, binding and enforceable against Subscriber; (iii) neither the execution of, nor performance under, the Agreement by Subscriber violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber or the Distributor; and
Market Report is provided, and subscriber agrees that the Market Report is provided, on an “as is,” “as available” basis without warranties of any kind.SUBSCRIBER AGREES THAT:
DISTRIBUTOR AND ITS AFFILIATES; DISTRIBUTOR AND ITS AFFILIATES; AND ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, AND ANY LICENSOR TO DISTRIBUTOR, DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKET REPORT OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON- INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
Distributor neither warrants nor represents that Your use of any Market Report will not infringe rights of third parties and consequently assumes no responsibility whatsoever for unauthorized copying and/or use of any material property of third parties on the Website or Market Report subscribed by you.
8.1 SUBSCRIBER AGREES THAT: DISTRIBUTOR AND ITS AFFILIATES; DISTRIBUTOR AND ITS AFFILIATES; AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS AND ANY LICENSOR TO DISTRIBUTOR: (i) DO NOT GUARANTEE THE SEQUENCE, ACCURACY OR COMPLETENESS OF THE MARKET REPORT, NOR SHALL ANY OF THEM BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN MARKET REPORT, OR IN THE TRANSMISSION THEREOF, OR FOR ANY OTHER DAMAGES ARISING IN CONNECTION WITH SUBSCRIBER’S RECEIPT OR USE OF MARKET REPORT, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE.
(ii) SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE MARKET REPORT THEREUNDER, INCLUDING BUT NOT LIMITED TO: (a) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SITE OR THE MARKET REPORT; OR (b) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, ITS CUSTOMERS OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. (c) LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT DISTRIBUTOR, DISTRIBUTOR AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY THIRD PARTY WITH RESPECT TO THE AGREEMENT AND THE MARKET REPORT, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINES, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MARKET REPORT OR (ii) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY SUBSCRIBER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE MARKET REPORT.
8.3 IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY, OR ANY PART THEREOF, SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF DISTRIBUTOR, DISTRIBUTOR, AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50.00), WHICHEVER IS LESS.
10.1 Subscription takes place upon making relative payment to a specific service(s) provided by Distributor for specific period of time. Users can subscribe to a limited service or to a full service at their option, which have different payment plans.
10.2 You can subscribe individually or to an enterprise plan. Enterprise plans include multiple numbers of accesses as agreed with the client at a different price than the individual plans. Enterprise plans are not included into the payment page. Subscription to an enterprise plan is subject to a condition that all users authorized to use the Market Report are bound by the terms of this Agreement/Website Terms of Usage,
11.1 All accounts will be renewed automatically unless otherwise is stated by the subscriber 1 (one) month in advance in written. If the user fails to notify in written to end the subscription, the user accepts all the charges and responsibilities related to the renewed service.
11.2 The automatic renewals will be executed according to your latest subscribed plan. In your renewal notification emails, you will be offered for upgrades to Distributor’s other and/or new services. Your subscription will not be automatically upgraded unless stated by you otherwise.
12.1 The Agreement will commence on the Effective Date. Subject to Subscriber’s strict compliance with the provisions of the Agreement, the provision of Market Report by the Distributor hereunder will continue in force for a period of quarter/year, as the case may be, renewed automatically upon advance payment of renewal fee. The subscription can be terminated by providing at least one month prior electronic or written notice; however, no refund will be made in any case.
12.2 Distributor may from time to time modify and amend the Agreement, and Subscriber agrees to be bound by such terms. Subscriber may terminate the Agreement upon ten (10) days’ electronic or written notice upon such modification or amendment. By continuing to access or use the Market Report after Distributor or Distributor has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement.
The provisions of the Definitions Section 1, Proprietary Rights In The Market Report Section 2, and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned, will survive any termination or expiration of the Agreement.
Subscriber will indemnify, defend and hold the Distributor and Distributor, and their respective affiliates, directors, officers, employees and agents harmless from and against any and all claims arising out of or in connection with the Agreement, including, without limitation, any liability, loss or damages (including, without limitation, attorneys’ fees and other expenses) caused by any inaccuracy in or omission from, Subscriber’s failure to furnish or to keep, or Subscriber’s delay in furnishing or keeping, any report or record required to be kept by Subscriber hereunder.
15.1 Any action arising out of the Agreement shall be governed and construed in accordance with Indian Laws. The Parties submit to the exclusive jurisdiction of the Courts at New Delhi.
15.2 Subscriber may not assign all or any part of the Agreement without the prior written consent of the Distributor.
15.3 Subscriber may not modify or amend the terms of the Agreement.
15.4 In the event of any conflict between the terms and conditions of the Agreement and any other agreement relating to Subscriber’s receipt and use of Market Report, the terms and conditions of the Agreement will prevail.
15.5 If, for any reason, one or more provisions of the Agreement or part thereof is held invalid, the other provisions of the Agreement, or parts thereof, shall remain in full force and effect.