THE PSL FOUNDATION DATA SUBSCRIPTION STANDARD TERMS AND CONDITIONS
1. AGREEMENT AND CONTENT
The Standard Terms and Conditions contain those terms and conditions applicable to the PSL Foundation’s delivery of products and content (collectively, the “Content”) to Licensee. The Standard Terms and Conditions, together with any other documents incorporated or referenced, and any other amendments or addendums agreed upon in writing by all parties constitute the Agreement (the “Agreement”).
The parties acknowledge and agree that the Content may include the delivery, access or use of data selected, coordinated, analyzed, cleaned, arranged, and compiled by the PSL Foundation. Licensee represents and warrants that it shall not resell the Content, and that it shall only access, receive, and use the Content in the manner explicitly permitted through this Agreement.
2. FEES AND PAYMENT
Licensee will pay the PSL Foundation for Content in the amounts agreed upon in and set forth in an order made on the website. Unless otherwise provided in the order, the PSL Foundation shall have the right to revise or amend the pricing by providing thirty (30) days’ prior written notice to Licensee before such revision or amendment becomes effective. If Licensee requests a change to any business requirements relative to, or cancels, an order after the PSL Foundation has commenced work, Licensee agrees to pay the PSL Foundation for its costs incurred for such work in process. The PSL Foundation’s invoices will be deemed to be correct and acceptable to Licensee unless Licensee advises the PSL Foundation of disputed items within ten (10) days of their receipt. Payments shall be made to the PSL Foundation within thirty (30) days of invoice date.
3. LICENSE
Subject to the terms and conditions of this Agreement, the PSL Foundation hereby grants to Licensee a non-exclusive, nontransferable, limited license to use the Content solely for the permitted uses of this Agreement. There are no implied licenses under this Agreement. All rights not expressly granted herein are reserved. License Restrictions: Unless otherwise permitted through this Section, Licensee shall not: (i) disclose, disseminate, reproduce or publish any portion of the Content in any manner; (ii) sublicense, resell, relicense or redistribute the Content in whole or in part; (iii) process modify or combine the Content in aggregate form with other data or software from any other source; o r (iv) allow access to the Content through any servers located outside of Licensee's operations or facilities.
4. DATA AND INTELLECTUAL PROPERTY OWNERSHIP
All data in the PSL Foundation’s databases and any other intellectual property that are part of the Content are and will continue to be the PSL Foundation’s exclusive property. Nothing contained in this Agreement shall be deemed to convey to Licensee or to any other party any ownership interest in or to intellectual property or data provided in connection with the Content.
5. CONFIDENTIALITY
Standard of Care: The Parties agree that at all times, and notwithstanding the termination or expiration of this Agreement, they shall hold all Confidential Information of the other party in strict confidence and trust, and shall not use, reproduce or disclose the Confidential Information of the other party to any person or entity except as specifically permitted in this Agreement. Each party may disclose Confidential Information of the other party only to those of its employees, contractors, consultants and advisors who have a need to know such information. Licensee shall not release, publish, make available to the public, or share access with any other person, agency, organization or entity, Confidential Information without prior written authorization of the PSL Foundation, unless required to do so by law or court order. Licensee shall release only data analysis, calculations, presentations, and derivations, and visual or graphic representations related to the Content.
6. TERM AND TERMINATION
The term of this Agreement shall begin upon the Effective Date and shall continue in effect until the termination i n accordance with this section.
Either party may terminate this Agreement for Convenience by providing fifteen (15) days’ prior written notice to the other party. If Licensee should fail to perform any material obligation or materially breach any provisions of this Agreement, such as non-payment, the PSL Foundation may give written notice of such default to Licensee and provide Licensee a thirty (30) day period to cure such default.
Upon expiration or termination of this Agreement, all license rights granted by the PSL Foundation to Licensee pursuant to the Agreement shall terminate. Within 15 days of expiration or termination of this Agreement, the PSL Foundation may request Licensee destroy or return all Content and Confidential Information, and certify completion of such actions in writing. Notwithstanding the foregoing, Licensee may retain a copy of the Content in an archival database, as required for regulatory compliance or validation purposes.
7. AUDIT
The PSL Foundation will have the right to audit Licensee and any of its agent’s use of the Content to assure compliance with the terms of this Agreement. Licensee will be responsible for assuring full cooperation with the PSL Foundation in connection with such audits.
8. WARRANTY AND DISCLAIMERS
The PSL Foundation makes no representations and extends no warranties of any kind, express or implied, including but not limited to, warranty and merchantability, accuracy or completeness, fitness for a particular purpose, or validity or infringement of intellectual property rights. All data and materials provided by the PSL Foundation under this Agreement are provided ‘as-is, where-is.”
9. INDEMNIFICATION
To the extent permitted by applicable law, Licensee shall indemnify and hold the PSL Foundation, their subsidiaries, affiliates, directors, officers, agents and employees harmless against any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from any third-party claim, suit or proceeding brought against Licensee from or in connection with Licensee’s use of the Content or any breach of this Agreement by Licensee.
10. LIMITATION OF LIABILITY
UNLESS OTHERWISE SET FORTH, the PSL Foundation’S TOTAL LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY LICENSEE TO the PSL Foundation UNDER SUCH AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL the PSL Foundation BE LIABLE FOR ANY PUNITIVE INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE DATA, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS OR LOST DATA, WHETHER OR NOT the PSL Foundation IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
11. MISCELLANEOUS
Relationship and Assignment: Licensee may not assign rights or obligations under this Agreement without the prior written consent of the PSL Foundation. Any assignment made in violation of the foregoing prohibition shall be null and void. This Agreement shall be binding upon the Parties hereto and their respective successors and permitted assigns.
Severability: If any provision (or part of any provision) shall be determined to be void or unenforceable, the relevant provision or part of any provision shall be deemed deleted and this Agreement, and the validity and enforceability of all remaining provisions (and parts of any provisions) of this Agreement, shall not be affected.
Waiver: Failure to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by the PSL Foundation of any rights under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Choice of Law: This Agreement shall be governed, interpreted, and enforced in accordance with the federal laws of the United States of America. To the extent permitted by federal laws, the laws of South Carolina will apply in the absence of federal law.
Modification: No change, modification, or waiver of any term of this Agreement shall be valid unless it is in writing and signed by authorized representatives of both parties.
Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings between the Parties regarding the matters hereto.
Notices: All notices shall be sent by the most expeditious means available that enables independent verification of receipt including but not limited to email, overnight courier or certified or registered mail to the addresses set forth herein. Any such notice shall be deemed delivered when received. All correspondence shall be addressed to the following:
PSL Foundation
Grants and Contracts Office
2108 Greene St.
PO Box 50932
Columbia, SC 29250
jason.debacker@psl-foundation.org
Survival: The following sections shall survive the expiration or termination of this Agreement: (1) Agreement and Content; (4) Data and Intellectual Property Ownership; (5) Confidentiality; (6) Term and Termination; (8) Warranty and Disclaimers; (9) Indemnification; (10) Limitation of Liability, and (11) Miscellaneous.
Successor and Assignees: This Agreement will be binding upon and will to the benefit of the Parties hereto and their respective heirs, representatives, successors, and permitted assignees. This Agreement may not be assigned, transferred, shared, or divided in whole or in part by the Licensee without PSL Foundation’s prior written consent.