Stinson Analytical Reports
Licence Terms & Conditions
THIS AGREEMENT is made between the Licensee or Corporate Licensee (as defined herein) and Stinson Analytical (the “Licensor”).
1) Licensed User (as defined herein) desires to acquire from Licensor rights to use Licensor’s proprietary reports; and
2) Licensor desires to provide access rights to the reports;
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in this Agreement, the sufficiency of which is hereby acknowledged, and intending to be legally bound, Licensor and the Licensed User agree as follows:
1) “Licensee” means an individual who has purchased access to the Reports.
2) “Licensed Users” means collectively Licensees and Corporate Licensees, and “Licensed User” means any one Licensee or Corporate Licensee.
3) “Corporate Licensee” means a corporation, non-profit corporation, corporation without share capital, partnership, Crown Corporation, or government agency or department who has purchased access to the Reports.
4) “Proprietary Information” means the concepts, techniques, ideas, and know-how embodied and expressed in the Reports and information reasonably identifiable as the confidential and proprietary information of Licensor.
5) “Reports” means the proprietary reports as provided by the Licensor and “Report” means any one Report;
6) “Use” means to read, assess, examine or be influenced directly or indirectly by any part of the information contained in the Report.
a) Licensor grants a non-exclusive, perpetual (unless terminated in accordance with the provisions herein) license to Use the Report to the Licensed User.
b) The Report is for the sole Use of the Licensed User. In the case of the Corporate Licensee, the Report is for the Use and benefit of the Corporate Licensee and may be accessed by employees, directors and officers of the Corporate Licensee in the course of their duties. Where the Report is purchased by a Licensee it is for the sole private Use of that Licensee and shall not be used by another individual or entity.
c) The Report shall not be used by or disclosed to a Licensed User’s affiliates, subsidiaries, shareholders, related government agencies, external legal counsel, external consultants, suppliers or contractors.
d) Licensor may make use of “pdf stamping” technology, at the time of purchase, to identify on each copy of each Report the name, email address or other relevant identifying information used by the Licensed User at the time of purchase.
a) License Fees. Licensed User shall pay to Licensor license fees for the Report on the following terms:
i) The fee shall be stated on the Stinson Analytical website (the “Website”) and paid in full at the time of purchase (the “Fee”);
ii) The Fee shall not include federal, provincial, or local sales, use, excise (including G.S.T./H.S.T.), service, or other taxes now or hereafter levied; and
iii) Upon receipt of the Fee and applicable taxes, the Licensed User shall receive a notification via email that a Report has been purchased (the “Receipt”).
a) This Agreement and the license granted hereunder shall become effective as of the date first set forth on the Receipt and shall continue in effect thereafter unless terminated upon the earliest to occur of the following: (i) thirty (30) days after either party gives written notice to the other party of their desire to terminate this Agreement, for any reason, but only after payment of all Fees then due and owing; (ii) immediately after Licensor gives Licensed User notice of Licensed User’s material breach of any provision of the Agreement, including more than thirty (30) days delinquency in Licensed User’s payment of any money due hereunder, unless Licensed User has cured such breach during such thirty (30) day period; and (iii) immediately if Licensed User files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
b) Upon any termination hereunder, Licensed User shall immediately cease Use of all Reports and Proprietary Information. Within ten (10) days after any termination, Licensed User shall deliver to Licensor or destroy all copies of Reports or the Proprietary Information in every form. Licensed User agrees upon request by Licensor to certify in writing to Licensor that it has performed the foregoing.
5. Refund Policy
a) Refunds shall not be provided in respect of completed transactions in which the Reports purchased by Licensed Users have been made available by email, by means of the provision of a download link sent to the Licensed User or by any other means.
b) The Reports are intended to convey the viewpoints and analysis of Stinson Analytical on matters which are unavoidably uncertain given the dynamic and complex nature of the markets and industries in question and the frequently unobservable nature of the concepts and underlying market forces discussed. Due to the nature of the topics covered, there will always be room for debate and disagreement regarding Stinson Analytical’s conclusions and analysis. The Reports are meant to complement data, analysis and alternative views Licensed Users obtain from other sources and to be actively evaluated by sophisticated Licensed Users in light of that other material and their own expertise, knowledge and experience. Stinson Analytical makes every effort to accurately and appropriately describe its Reports and to make prospective buyers aware of its analytical approach. In addition, due to the digital format of the Reports, it is not possible for them, in practical terms, to be verifiably “returned” by the customer.
6. Permitted Uses
a) Licensed Users may display the Report on the screen of a computer or mobile device and print complete copies of the Report for internal and private use of the Licensed User.
b) Corporate Licensees may, on an occasional and irregular basis, copy small portions of the Report for inclusion in internal memoranda, presentations, reports or other documents, provided the following conditions are met:
i) any such documents are made available solely to and for the use of Corporate Licensee’s employees, officers and directors in the course of performing their duties, and
ii) any such portions of the Report that are copied include the following source attribution:
“Excerpted from ‘[INSERT REPORT TITLE]’, Copyright 2016 Stinson Analytical Inc. All Rights Reserved. Available at www.stinsonanalytical.com”.
7. Prohibited Uses
a) Neither the Report nor any portion of it may be made available, directly or indirectly, to anyone other than Licensed Users in any form or by any means, including but not limited to, sub-licensing, sharing, distribution, leasing, resale, republishing, repackaging, inclusion in educational materials, public availability in a library or other form of public display (the “Prohibited Uses”). Public display shall include, but is not limited to, submissions in government policy or regulatory processes, advertising or promotion, press articles, press releases, presentations to outside organizations or investors and web sites or online resources accessible to anyone other than Licensed Users.
b) Neither the Report nor any part of it may be modified in any way in either its digital format or in hard copies made by Licensed Users.
c) Licensed Users agree to take whatever steps are necessary to ensure that Prohibited Uses are avoided, including, but not limited to, the treatment of the Report in such a way as the Licensed User treats its own commercially sensitive and confidential information. The Licensed User agrees that failure to prevent Prohibited Uses shall result in damages to the Licensor and the Licensor shall use every remedy available at law to prohibit further damage from occurring. Failure to prevent Prohibited Uses may result in the Licensed User being blocked from making further purchases of Stinson Analytical Reports.
d) Subject to the explicit written agreement of the Licensor, additional fees and a separate license agreement, the Licensed User may include or quote the Report in submissions to regulators or government.
e) Subject to the explicit written agreement of the Licensor and, depending on the circumstance, possible additional fees and a separate license agreement, the Licensed User may quote small portions of the Report in presentations made to outside investors, provided the following conditions are met:
i) presentations shall not be made publicly available; and
ii) any such portions of the Report that are copied include the following source attribution: “Excerpted from ‘[INSERT REPORT TITLE]’, Copyright 2016 Stinson Analytical Inc. All Rights Reserved. Available at www.stinsonanalytical.com”.
8. Proprietary Rights and Moral Rights
a) Licensed User shall not copy, duplicate, reproduce or translate, unless otherwise indicated in this Agreement, the design, text, content, selection and arrangement of elements, organization, graphics, compilation, digital conversion and other elements of the Report (the “Elements”) and all such Elements are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property rights and moral rights) and are the property of Stinson Analytical Inc. or the Elements are included with the permission of the rights owner and are protected pursuant to copyright and trade mark laws. ALL RIGHTS RESERVED.
b) The Licensed User agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as it would with its own proprietary and confidential information. Except where provided herein, the Licensed User shall not, without the prior written consent of the Licensor, disclose any of the Proprietary Information of the Licensor to any person or entity, except to its bona fide individuals whose access is necessary to enable such party to exercise its rights hereunder. The Licensed User agrees that prior to disclosing any Proprietary Information of the Licensor to any third party it shall obtain a written acknowledgment from the Licensor that such disclosure is permitted.
a) Each right, power and remedy of the Licensor provided for herein and available at law or in equity, or in any other agreement is separate and in addition to every other such right, power and remedy. Any one or more rights, remedies and powers may be exercised by the Licensor from time to time and no such exercise exhausts all rights, remedies or powers of the Licensor or precludes the Licensor from exercising any one or more of such rights, remedies and powers or any combination thereof from time to time thereafter or simultaneously.
10. Limitations of Liability
a) The Report is intended to convey the viewpoints and analysis of the Licensor on matters which are speculative in nature and uncertain given the dynamic and complex nature of the markets and industries in question and the frequently unobservable nature of the concepts and underlying market forces discussed in the Report. The Licensed User agrees that the Report shall be used to complement data, analysis and alternative views the Licensed User obtains from other sources and the Report shall be actively evaluated by Licensed Users in light of material obtained from other sources and the Licensed User’s own expertise, knowledge and experience. The Licensed User agrees that the Report shall not be passively read or accepted without further analysis from the Licensed User. Consequently, any reliance placed on the Report by the Licensed User shall be based on the Licensed User’s own assessment of the Report as valid and such assessment shall be the sole responsibility of the Licensed User. THE LICENSOR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON THE REPORT BY THE LICENSED USER, OR BY ANYONE WHO MAY BE INFORMED BY THE LICENSED USER OF ANY OF THE CONTENTS OF THE REPORT. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO THE LICENSED USER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEE OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES.
a) Licensed User shall not, without Licensor’s prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the Licensor’s Report or Proprietary Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, shares, merger or consolidation.
12. General Provisions
a) Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
b) No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
c) Confidential Terms and Conditions. Licensed User agrees that Licensor may use Licensed User’s name in customer listings or as part of Licensor’s marketing efforts. However, neither the names of specific Reports purchased by the Licensed User nor any other details of the Licensed User’s purchase history shall be disclosed.
d) Governing Law. This Agreement shall be governed and construed in accordance with the laws of Ontario and the laws of Canada applicable therein and all disputes and claims, whether for damages, specific performance, injunction, declaration or otherwise, both of law and equity, arising out of or in any way connected with this Agreement shall be referred to the courts of Ontario sitting in Ottawa, and each of the parties hereto attorns to the exclusive jurisdiction of the courts of Ontario.
e) Notices. All notices which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of Licensor and Licensed User at the addresses set forth on the Receipt.
f) Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
g) Survival. Sections 4, 6, 7, 8, 9, 10 and 12 shall survive termination of this Agreement. In the event of any termination hereunder, Licensed User shall not be entitled to any refund of any payments made by Licensed User.
h) Entire Agreement. This Agreement and each Schedule hereto constitute the complete and exclusive statement of the agreement between Licensor and Licensed User, and all previous representations, discussions, and writings are superseded by, this Agreement. This Agreement may be modified only by writing signed by both parties.