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These Subscription Terms and Conditions
(this “Agreement), by and between Inventables (“Inventables”)
and the subscriber of Inventables' Inventables (“Customer”),
shall be a binding agreement between the parties for so long as
Customer is a subscriber of Inventables’ Inventables (each,
a “Inventables Issue”).
Term. The provisions herein entitled “Intellectual
Property”, “Warranties”, “Limitation of
Liability” and “Indemnification” shall expressly
survive any termination hereof. Inventables may terminate this
Agreement and cancel Customer’s Subscription (defined below)
at any time following a breach of this Agreement by Customer.
Fees. In consideration of Inventables providing
to Customer Inventables Issues consisting of (a) a printed reference
guide (the “Design Guide"), (b) certain physical samples
(“Samples”), and (c) access to the Inventables on-line
database (the “Database”), all in accordance with
the subscription purchased by Customer (“Customer’s
Subscription”), Customer shall pay (or already has paid)
to Inventables certain fees. All fees are non-refundable once
paid, unless Inventables fails to deliver to Customer Design Guides
and/or Samples substantially as required by Customer’s Subscription,
in which case Inventables shall refund to Customer the pro rata
amount of any such fee paid but not yet earned.
Intellectual Property. All trademarks, patents,
copyrights, trade names, trade secrets and other intellectual
property rights owned by Inventables, whether federally registered
or at common law, shall continue to be owned solely by Inventables,
and nothing herein shall be deemed to confer any rights to any
such intellectual property on Customer. All materials published
or displayed in a Design Guide, including, without limitation,
photographs, images and illustrations (collectively, "Content"),
are protected by copyright and are solely owned or controlled
by Inventables or the party credited as the provider of the Content.
Warranties. Inventables does not make
any warranties of any kind regarding any Design Guide, any Samples,
the Database or any other aspect of the services to be provided
by Inventables to Customer, either expressed or implied, including,
without limitation, (a) warranties of merchantability or fitness
for a particular purpose, (b) non-infringement, (c) warranties
regarding any product (“Product”) offered for sale
in a Design Guide or through the Database (including as to health
or safety), or (d) as to the results that Customer may achieve
with any Sample or Product.
Limitation of Liability. In no event will Inventables’
liability arising out of this Agreement or Customer’s Subscription
exceed the sum of the subscription fee paid by Customer to Inventables
on account of Customer’s Subscription. Inventables will
not be liable to Customer for any loss of data, lost profits,
costs of procurement of substitute goods or services, or any other
special, incidental or consequential damages (whether direct or
indirect), whether based in contract, tort (including negligence)
or any other theory of liability, even if Inventables has been
advised of the possibility of such damages.
Force Majeure. Inventables shall not be liable
for failure or delay in performing its obligations hereunder if
such failure or delay is due to circumstances beyond its reasonable
control, including, without limitation, acts of any governmental
body, war, insurrection, sabotage, embargo, fire, flood, strike
or other labor disturbance, interruption of or delay in transportation,
unavailability of or interruption or delay in telecommunications
or third party services, failure of third party software or inability
to obtain raw materials, supplies or power.
Indemnification. As Inventables is performing
services and delivering certain materials to Customer, Customer
agrees to indemnify and hold harmless Inventables and Inventables
officers, directors, managers, equity holders, employees, attorneys,
accountants, agents and subsidiaries from and against any and
all third party claims, damages, liabilities, costs and expenses,
including reasonable legal fees, arising out of or related to
(x) any breach of any warranty, representation, covenant or agreement
made by Customer in this Agreement, and (y) any third party claim
relating to or arising as a result of (i) Customer’s use
of any Product, whether purchased from the Design Guide or through
the Database, (ii) Customer’s use of any Sample, or (iii)
Customer’s use of any Design Guide delivered to Customer.
Governing Law and Jurisdiction. The rights
and obligations of the parties under this Agreement shall be governed
by the laws of the State of Illinois, without reference to conflict
of law principles. Any dispute or claim arising out of or in connection
with this Agreement or any Design Guide, Product or Sample, shall
be finally settled by arbitration in Chicago, Illinois under the
rules of the American Arbitration Association.
Miscellaneous. This Agreement and any rights
or obligations herein may not be assigned, transferred or delegated
by Customer without the prior, written consent of Inventables.
Customer shall be responsible for all sales taxes, use taxes and
any other similar taxes and charges of any kind on the transactions
contemplated by this Agreement, excluding taxes based solely on
Inventables’ income derived hereunder. Each party will be
and act as an independent contractor and not as an agent, partner,
employee or joint venturer with the other party for any purpose
related to this Agreement or the transactions and services contemplated
herein. All notices required or permitted under this Agreement
shall be in writing, shall be delivered to the address set forth
in the preceding letter and shall be deemed given when received.
If any provision of this Agreement is held to be unenforceable
or invalid for any reason, the remaining provisions will continue
in full force and effect with such unenforceable or invalid provision
to be changed and interpreted to best accomplish its original
intent and objectives. No changes or modifications to or waivers
of any provisions of this Agreement shall be effective unless
evidenced in writing and signed by both parties. The failure of
either party to enforce its rights under this Agreement at any
time for any period shall not be construed as a waiver of such
rights. This Agreement, together with any agreements signed by
Customer in respect of the Database, the Privacy Statement and
the Terms of Use Agreement, constitutes the entire agreement between
the parties relating to the subject matter hereof and supercedes
all prior oral or written communications or understandings related
thereto.
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