Subscription Terms and Conditions
A. Please read these Terms and Conditions before you place any order with MEED Media FZ-LLC trade licence number 18693, a company incorporated as a free zone company with limited liability pursuant to the Dubai Technology and Media Free Zone Private Companies Regulations 2003 issued under Law No. 1 of 2000 of the Emirate of Dubai (as amended), whose registered office is PO Box 25960, 6th Floor, GBS building, Al Falak Street, Dubai Media City, Dubai, UAE (“MEED”, “we”, “us” or “our”).
B. These Terms and Conditions are incorporated into the Booking Form for the service or product (the “Booking Form”). The purchase or use of any service or product from MEED is subject to these Terms and Conditions. Where these Terms and Conditions have been translated and there is an inconsistency in the language, the meaning attributed under the English language shall prevail.
C. These Terms and Conditions combined with the Booking Form comprise the agreement pursuant to which we provide the Licensed Product (as defined in the Booking Form) to you (“Agreement”). “You” or “your” or “Customer” refers to the person or body corporate which has placed an order (or on whose behalf an order is placed) and includes your legal successors and permitted assigns.
D. Your completion of the Booking Form shall be an offer to purchase products and services from us subject to these Terms and Conditions. We may accept or reject your Booking Form offer at our sole discretion. When using the electronic Booking Form, we may send you an e-mail acknowledging that we have received your offer but such email will not constitute acceptance of your offer by MEED. If we do accept your offer, we will send you a separate email confirming acceptance.
1. GRANT OF LICENSE
MEED grants to Customer a non-exclusive, non-transferable, limited and revocable license to access and use the Licensed Product(s) solely as provided in the Booking Form subject to the Terms and Conditions. Customer will not acquire any ownership rights or intellectual property rights or any other right or interest in the Licensed Product(s) by virtue of this Agreement, all of which belong to MEED. Without prejudice to MEED’s other rights, MEED may suspend the license immediately in the event that it suspects a material breach of this Agreement by the Customer.
2. AUTHORISED USERS
2.1 The Booking Form lists the number of persons entitled to use the Product (“Authorised Users”). An Authorised User must work at and be an employee of the entity named as the Customer on the Booking Form.
2.2 Access to the Licensed Product(s) shall only be available to Authorised User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in this Agreement. Customer shall comply with all laws, regulations and sanctions applicable to its access to and use of the Licensed Product(s). MEED reserves the right to monitor Customer’s use of the Licensed Product(s) to ensure compliance with the foregoing.
2.3 Customer agrees to assume sole responsibility for the security of any passwords and other login details issued by MEED to Authorised User(s) for accessing the Licensed Product(s). Such login details are subject to cancellation or suspension by MEED at any time MEED reasonably believes Customer has breached this Agreement.
3. PERMITTED USAGE
3.1 You shall ensure the Licensed Product is used incompliance with the terms of the Agreement and in compliance with all applicable laws and regulations. You shall not do anything that causes any part of the Licensed Product to be interrupted, damaged or in any way impaired. Subject to clause 5, the license permits an Authorised User to use the Licensed Product solely for internal use and distribution as follows:
(a)View, retrieve and display the underlying informationmade available from the Licensed Product (“Content”).
(b)Electronically save Content only to the extent and for the time period necessary to use it for the purpose forwhich it was downloaded, but in no event longer thanthe term of the Agreement.
(c)Distribute to employees, one-off selections of the Content in print format with the source clearly identified.
(d)Subject to the time limitations in clause 3(b) distribute to other Authorised Users, one-off selections of the Content in electronic format.
4. PROHIBITED USAGE
4.1 Except as otherwise permitted in this Agreement, youshall not:
(a)Remove or alter the conditions of use, any copyrightnotices and other identification or disclaimers as theymay appear on the website, or in any print format.
(b)Make copies, electronic or otherwise, of extracts of the Content for any purpose.
(c)Provide by electronic means to any person other thanan Authorised User any Content.
(d)Distribute or display any Content on any electronicnetwork or otherwise, including without limitation theinternet and the world wide web or otherwisecommercially exploit the Content.
(e)Alter or change any part of the Content or revers eengineer, decompile, modify, duplicate, create derivative works from, use electronic assessment tool son, frame, mirror, display, transmit or distribute the Content or any software in connection with the Contentor Licensed Product.
(f)Download or otherwise retain any Content for usebeyond the expiry of the term of this Agreement. Excess usage shall be subject to an additional fee as describedin clause 11.
You are not permitted to use the Licensed Product in any way that may in our reasonable judgment compete with MEED or any business we operate from time to time or is otherwise in a conflict of interest with MEED. Without prejudice to any other right we may have, we may immediately terminate this Agreement on written notice to you if we believe you are not complying with this restriction.
5. INVOICING AND SETTLEMENT
We will invoice you, plus VAT and/or any sales tax if applicable, for fees payable by you to us under this Agreement (“Fees”). You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required by law, you shall, when making the payment to which the withholding or deduction relates, pay to MEED such additional amount as will ensure that MEED receives the same total amount that it would have received if no such withholding or deduction had been required. Fees will be invoiced in advance for the period to which they apply. Unless the parties otherwise agree in writing, the Fees will be automatically adjusted for each Renewal Period as set out in clause 9. Unless indicated otherwise on the Booking Form you will pay all invoices immediately upon receipt of that invoice.
Although MEED will endeavour to keep the Content updated and accurate, the Content is voluminous and often changes. Accordingly, (i) MEED cannot and does not warrant the accuracy or completeness of the Content or that it is up to date; and (ii) Customer agrees that MEED will not be liable to Customer or any third party forany adverse consequences arising as a result of or inconnection with any use or reliance of the Content.Customer further agrees that MEED will not be liable to Customer or any third party to whom Customer furnishes the Content for any trading, investment, commercial or other decisions based on or made in reliance on the Content.
7.1 MEED shall indemnify Customer and hold it harmless, upto a maximum aggregate liability of the Fees payable by Customer under this Agreement, against all claims, causes of action, judgements, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim that Customer’s use of the Licensed Product(s) strictly in accordance with this Agreement infringes upon or otherwise violates such third party’s intellectual property rights.
7.2 Customer shall indemnify MEED and hold it harmless against all claims, causes of actions, judgements, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim relating to Customer’s use of the Licensed Product(s) other than in strict compliance with the terms of this Agreement.
7.3 The indemnification obligations herein are contingent on a party giving notice to the indemnifying party promptly upon becoming aware of any claim for which it seeks indemnification (an “Indemnity Claim”). An indemnified party shall provide the indemnifying party with reasonable non-monetary assistance in the defence of an Indemnity Claim. The indemnifying party shall have the right to assume the defence of an Indemnity Claim with counsel of its choice, subject to the approval of such counsel by the indemnified party (which approval shall not be unreasonably withheld, conditioned or delayed). No indemnity obligation shall exist with respect to an Indemnity Claim that arises from a non-indemnifying party’s gross negligence, wilful misconduct or breach of this Agreement.
8. LIMITATION OF LIABILITY
8.1 Nothing in this Agreement excludes or limits either party’s liability for (i) death or personal injury caused by the other party’s negligence; (ii) fraud or intentional breach; or (ii) a party’s indemnification obligations herein.
8.2 Subject to clause 9.1: (i) in no event shall either party be liable for any loss of data, profit, goodwill, anticipated savings, revenue or business, or for any special, indirect, incidental, consequential or punitive damages, whether based on contract, tort or other legal theory, in connection with, or arising out of or relating to this Agreement, the Licensed Product(s) and/or Customer’s use of or inability to use the Licensed Product(s); (ii) MEED's total aggregate liability arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid for the Licensed Product during the 12 months immediately preceding the date on which the claim arose.
9. DURATION AND AUTOMATIC RENEWAL
9.1 This Agreement, once accepted by us, commences on the date indicated as the subscription start date on the Booking From (“Start Date”) and unless terminated sooner in accordance with this Agreement, shall continue for at least an initial term which expires on the date indicated on the Booking Form as the “Subscription Term End Date”, (such period between the Start Date and Subscription Term End Date being the “Initial Term”). For example, in the case of a multi-year deal the Initial Term End Date is the last date of the final year of the deal. After expiry of the Initial Term, the Agreement shall be automatically renewed as set out in clause 9.2 below.
9.2 Automatic renewal: upon expiry of the Initial Term, this Agreement shall automatically renew for successive 12 month periods from the day after the Initial Term End Date (each such period being a “Renewal Period”) unless terminated by either party giving at least 90 days’ written notice prior to (i) the Initial Term End Date; or (ii) expiry of any Renewal Period (as the case may be).
9.3 ADJUSTMENT TO FEES: Unless the parties otherwise agree in writing, the Fees shall be (i) automatically increased for each Renewal Period by an amount equal to five percent (5%) of the Fees in the period immediately before the Renewal Period; or (ii) otherwise adjusted for each Renewal Period as may be notified by MEED in a written notification to Customer prior to the Renewal Period.
10.1 If you breach or permit a breach of the terms of the license granted to you in this Agreement, we may terminate this Agreement immediately upon written notice to you. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach. Immediately following termination or the non-renewal of this Agreement, you shall cease using any login details provided in relation to accessing the Licensed Product and delete from all computer hardware and storage media and otherwise destroy copies of all the Licensed Product that we have made available to you. You shall certify in writing to us that you have done these acts within 7 days of termination or non-renewal of this Agreement. You shall also pay to us any Fees that are outstanding immediately on termination.
10.2 Without prejudice to any other rights of termination expressed in these Terms, either party may terminate this Agreement with written notice to the other on the commencement of a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction, that authorises the reorganisation or liquidation of the other party or its debt or the appointment of a trustee, receiver, liquidator, administrator, custodian or other similar official.
10.3 Either party may terminate this Agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within 14 days after receiving written notice of the breach.
11. EXCESS FEE
The Fees are calculated based on reasonable usage in respect of your immediate day to day business needs for the term of the Agreement. If during the two months priorto termination (howsoever caused) or non-renewal you download Content that is either (a) in excess of the Content you have downloaded on average in a two month period in the prior six months by a factor of two or more; or (b) constitutes more than five percent (5%) ofthe total Content that is available on the Licensed Product, then you will pay us an excess fee equivalent to the fee that would be due for a further renewal term of 12 months.
You may not assign any of your rights under the Agreement without our prior written consent. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger,reorganisation or sale of our business.
13. DATA PROTECTION
13.1 We use any personal and transitional information (e.g.name, address, e-mail, address, debit or credit card details) you supply to us in order to supply services in connection with this Agreement.
13.2 For information about how we use and treat your personal information please refer to www.meed.com/ privacy-policy.
14. FORCE MAJEURE
We shall not be liable for any delay or failure to performany obligation under this Agreement insofar as theperformance of such obligation is prevented by an eventbeyond our reasonable control, including but not limitedto, earthquake, fire, flood or any other natural disaster,spread of any infectious disease, including (withoutlimitation) any declared pandemic or epidemic, labordispute, riot, revolution, terrorism, acts of restraint ofgovernment or regulatory authorities, any lock down orsimilar restrictions, failure of computer equipment andfailure or delay of sources from which data is obtained.
15.1 You warrant that you shall:
(a)comply with all applicable laws, statutes andregulations relating to anti-bribery and anti-corruptionincluding but not limited to the Foreign CorruptPractices Act 1977;
(b)comply with such of MEED’s anti-bribery and anti- corruption policies as are notified to you from time totime; and
(c)promptly report to MEED any request or demand forany undue financial or other advantage of any kindreceived by or on your behalf in connection with theperformance of this Agreement. Breach of this clause16.1© shall be deemed a material breach of thisAgreement.
16. FURTHER PROVISIONS
16.1 The Agreement constitutes the entire understandingbetween the parties relating to the Licensed Product and supersedes all previous agreements and understandings whether oral or written relating to or in connection with the Licensed Product. To the extent that there is any inconsistency between these terms and conditions and the Booking Form, the Booking Form shall prevail.
16.2 The Agreement may be varied: (i) at any time, if the variation is agreed in writing by both parties; or (ii) by MEED, upon giving you at least 14 days’ prior written notice (the “Term Notice Period”), provided that if you object to the variation of terms in writing within the Term Notice Period, the variation shall not be effective unless and until the Agreement is automatically renewed for a further Renewal Period.
16.3 Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same.
16.4 If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.
16.5 The Agreement does not confer any rights to or on any third party.
16.6 This Agreement shall be governed by English law and each party agrees that the courts of England will have non-exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement.
You agree that during the term of the Agreement and fora period of twelve (12) months immediately following theend of this Agreement (howsoever caused), you shall not either directly or indirectly solicit, induce, recruit orencourage any of MEED’s employees, workers orcontractors who were involved in the sale, marketing,support or production of the Licensed Product used, toleave their employment or engagement, or attempt tosolicit, induce, recruit, encourage or take awayemployees, workers or contractors of MEED.
18.1 Each party shall treat in confidence all informationobtained from the other pursuant to this Agreement that is confidential in nature and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
18.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and/or (ii) to the extent that such confidential information is required to be disclosed by law.
19.1 Any notice given to a party under or in connection withthis Agreement shall be in writing addressed to that party at the address recorded in the last Booking Form or as otherwise notified in writing from time to time and shall be delivered by registered mail, commercial courier or email. A notice shall be deemed to have been received if sent by registered mail on the second working day after the date of posting; if delivered by commercial courier on the date of delivery confirmed by the courier; or if sent by email such notice shall be deemed to be given immediately if sent before 4pm or if sent after 4pm on the next working day.
19.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. CUSTOMISED PACKAGES
20.1 In the event that you have booked a package ofconsultancy days as set out in the Booking Form, the following additional terms will apply in addition to the above (in the event of any conflict then the following terms will apply):
20.2 All consultancy orders shall be set out in a Schedule of Work (SOW) and agreed between the parties in advance.
20.3 The terms of the consultancy services to be provided will be specified in the SOW and will apply to the provision of all consultancy services provided.
20.4 All consultancy days purchased shall be used within the timeframe set out in the Booking Form or 12 months, whichever is the lesser.