Terms & Conditions
These terms form part of the agreement between Met the why particular S.L.U. (“Met the why particular”) and the client (the "Client") described in the Subscription Order Form transmitted in paper or in electronic form to Met the why particular.
"Agreement" means the Subscription Order Form as applicable together with all attachments and these Terms and Conditions.
"Agreement Term" means unless otherwise specified in the Subscription Order Form (if applicable) (i) from the Commencement Date for a period of one year; or (ii) for trial or free access Authorized Users the duration to which Met the why particular provides access to the Licensed Products, as the case may be.
"Authorized Users" means: i) the users indicated in the Subscription Order Form with name and email address. ii) any users that purchase Licensed Products through the Met the why particular online store, identified by name and email address. iii) any users that are given free access to the Licensed Products. In each case as are authorized by Met the why particular to access and use the Licensed Products.
"Client" means the company, academic institution, organization, government, individual, agent, representative or any other variation thereof that enters into this Agreement for purposes of accessing the Licensed Products.
"Commencement Date" means, for each Licensed Product, the first day on which the access to Licensed Products is provided by Met the why particular to Client under this Agreement.
"Electronic Delivery System" means electronic system that facilitates the transmission of and/or receipt of the Licensed Products.
"Intellectual Property Rights" means all past, present, and future right of the following types: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights in Material of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (i) through (v) of this sentence.
"Intranet" means the Client’s internal computer network.
"Licensed Products" means the Material supplied or made available by or through Met the why particular which Authorized Users are permitted to access and use in compliance with the terms of this Agreement.
"Material" means, without limitation, all content, publications, information, texts, tables, algorithms, databases and data collections, designs, diagrams, documentation, drawings, charts, formulas, inventions, marks (including brand names, product names, logos, and slogans), methods, models, procedures, software code, user interfaces, web sites, domain names, works of authorship, and other forms of technology, created, compiled, assembled or integrated by Focus Economics and/or its affiliates and/or its partners.
"Permitted Purpose" means: for ‘academic Clients’, educational purposes; and for ‘non-academic Clients’, ordinary business purposes.
"Product Duration" means the duration for which Client’s Authorized Users are granted access to the Licensed Products.
"Publishers" means Met the why particular and certain of its affiliates.
References within the Agreement to "ordinary business purposes" mean for the Client's own internal business management and decision-making purposes only.
"Site" means, where access is provided through the Client's Intranet or FTP, all software, websites and computer interfaces of Met the why particular used to provide such access, and in all other cases, Met the why particular's website or FTP.
“Subscription Order Form” means the document specifying the license and products offered by Met the why particular and purchased by the Client.
"Type of Access" means the way in which Client’s Authorized User is accessing the Licensed Products.
"Type of Authentication" means the way in which Client’s access is being authenticated as valid by Met the why particular.
2.) Intellectual Property Rights
All Material provided to the Client, unless otherwise indicated, is protected by law including, but not limited to, international copyright, trade secret, and trademark law, as well as other international laws and regulations. The Material, its content, layout and design are the exclusive property of Met the why particular or its partners and, except as expressly provided herein, Met the why particular does not grant any express or implied right in any such materials to the Client. Third-party trademarks displayed in the Material are the property of their respective owners. Except as specifically authorized herein, the Client may not use the trade names, trademarks, logos, service marks, service names or other such marks or designations of Met the why particular, or its partners in any manner without the prior written consent of Met the why particular.
3.) Scope of License
3.1 Permitted Uses. Authorized Users are permitted to print or download reasonable portions of the Licensed Products for the Permitted Purpose only. Where the Permitted Purpose is "ordinary business purposes", Authorized Users may, in the scope of their employment with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to non authorized employees of the Client or in memoranda, reports and presentations. Where the Permitted Purpose is "educational purposes", Authorized Users may, in the scope of their educational purpose with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to other staff and students of the Client or in scholarly works and articles. In all cases these insubstantial portions may only be made available in print or by secure electronic means to a limited number of individuals, and each such portion must include a copyright notice from Met the why particular and an original source attribution.
3.2 Prohibited Uses. Without limitation to the generality of clause 3.1, neither Client, nor Authorized Users are permitted, directly or indirectly, to allow any other person to use or share Authorized Users' user names or passwords, nor to allow an unauthorized user to have access to the Material. Any breach of this restriction may result in immediate termination of the Client's (and all Authorized Users') access to the Licensed Products and/or liability for damages. Except as permitted in clause 3.1 above or by prior written consent of Met the why particular, no portion of the Licensed Products may be reproduced or stored in or transmitted to any web site, newsgroup, mailing list, or electronic bulletin board, or stored in electronic or print form whatsoever. Any use of the Licensed Products not specifically permitted by this clause 3.1 is expressly prohibited. Requests for permission for other uses may be sent to Met the why particular, Gran Via 657, E-11111 Barcelona, Spain or by email to [email protected]. Any such requests shall be subject to Met the why particular's sole discretion and, if granted, may be subject to an additional fee.
3.3 Intranet or FTP Access: Where the Client is accessing the Licensed Products through the Client’s Intranet or FTP (having been authorized as such on the Subscription Order Form), it may maintain:
3.3.1 a single copy of the Licensed Products on a server under its control for the purposes of providing access to the Licensed Products to Authorized Users by means of its Intranet;
3.3.2 a single copy of the Licensed Products for backup purposes only; and
3.3.3 within 5 business days after termination of this Agreement, for whatever reason, the Client will delete the Licensed Products from any system under its control.
4.) Security and Auditing
4.1. The Client is solely responsible for creating security measures adequate to protect the Licensed Products from unauthorized access.
4.2 The Client is fully and solely responsible for the confidentiality of and solely liable for the use of and access to the Licensed Products, the Authorized Users’ user names and sign-on passwords, as applicable. The Client agrees to immediately notify Met the why particular if it becomes aware of any loss or theft of any user name or password or any unauthorized access to the Licensed Products.
4.3 Upon request by Met the why particular the Client shall deliver to Met the why particular a statement regarding the Client's usage of the Licensed Products containing: (i) the number of the Client's Authorized Users accessing the Licensed Products or the Material for the preceding quarter together with the frequency of access by such persons (ii) the names, titles, and locations, of all the Client's Authorized Users accessing the Licensed Products for such quarter. Such statement shall be delivered by Client no later than fifteen (15) working days after such request is made. For the purpose of confirming the Client's compliance with the terms of this Agreement, Met the why particular reserves the rights: (i) to monitor access to the Licensed Products and the Material and (ii) no more than once in any twelve month period, to conduct an on-site audit of the Client's business premises upon reasonable advance notice.
5.) Subscription Period and Termination
This agreement shall be for an initial minimum period of 12 months (unless otherwise agreed in writing). The subscription shall be automatically renewed on the last day of the agreement, for a further twelve month period. The Client may terminate the subscription by serving notice, in writing, no less than 60 days prior to the end of either the initial period or any subsequent periods thereafter, allowing the agreement between Met the why particular and the Client to expire on the last day of the term where notice has been served. Met the why particular may also notify the Client at any time, during the term of the current agreement of changes in the cost to the Client for the use of the Licensed Products or Material that Met the why particular offers during the subsequent term.
Met the why particular may terminate this Agreement, with immediate effect and without notice, in the event that the Client has defaulted in the performance of any material provision contained in this Terms and Conditions and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the Client. Termination of this Agreement for any reason shall not affect Met the why particular's right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.
The Client undertakes to pay for the supply of the Licensed Products for the initial and any subsequent terms of the Agreement, and the Client shall settle invoices issued by Met the why particular within 30 days of receipt, unless otherwise specifically agreed. Failure to settle in full on these terms may lead to the imposition of interest charges upon the Client at 5% per annum. Met the why particular will not provide a pro rata refund once such a subscription has been made available to the subscriber, as all subscriptions will run their full term.
The Client shall be responsible for the proper payment of all taxes other than Met the why particular’s income taxes.
8.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, documents and agreements. No modifications may be made except in a writing signed by both parties.
8.2 Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement (and, in the case of the Client, to bind its Authorized Users), and that the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement.
8.3 Amendment and modifications This Agreement may only be amended or modified by express written consent of both parties.
8.4 Notices. Notices shall be given in writing by email (i) for Met the why particular, to [email protected] and (ii) for the Client, to the Client’s email address set out in the Subscription Order Form. Such correspondence shall be deemed received on the date of dispatch.
8.5 Non-Waiver. No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
8.6 Assignment. Unless otherwise provided in this Agreement, neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by either party without the prior written approval of the non-assigning party. Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all or of substantially all of such party’s assets or business or equity securities. Met the why particular may assign this Agreement to its successors or affiliates without the prior approval of the Client.
8.7. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
8.8 Confidentiality. The terms of this Agreement (including the fee for the Licensed Products) shall be treated as confidential by the Client and shall not be disclosed to any third party without the prior written agreement of Met the why particular unless disclosure is required by law or compelled by a court of competent jurisdiction.
8.9 Changes to the Licensed Products. Met the why particular reserves the right to: (i) change the content, presentation, means of delivery and/or access to and/or availability of all or parts of the Licensed Products and any Material; and (ii) cease publication of the Material, at its sole discretion. Met the why particular will strive, where reasonable, to notify Client of more fundamental changes to, or the cessation of, the Licensed Products.
9.) No warranty and disclaimer of liability
9.1 Met the why particular endeavors to deploy reasonable efforts, care and professionalism to create and publish the Licensed Products. Notwithstanding the foregoing, Met the why particular makes no warranty, express or implied, concerning the Licensed Products and the Site.
9.2 Met the why particular expressly disclaims, to the fullest extent possible under law, all warranties, including but not limited to warranties of fitness for a particular purpose, warranties of merchantability and title.
9.3 Met the why particular does not guarantee the accuracy, content, or timeliness of the Licensed Products.
9.4 In no event will Met the why particular, its agents, licensors or affiliates be liable for direct, indirect, punitive, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, opportunity costs, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Licensed Products or the Site, even if Met the why particular has been advised of the possibility that such damages may arise.
9.5 If Met the why particular is held liable to the client for any reason, in no event shall any liability of Met the why particular, its affiliates, agents and licensors, if any, arising out of any kind of legal claim or claims (whether in contract, tort (including negligence), or otherwise) in any way connected with the Site or the Licensed Products exceed the amount the client paid to Met the why particular under this agreement in the 12-month period preceding the date such claim or claims first arose.
11.) Law and Jurisdiction
This Agreement will be governed by and construed and interpreted in accordance with the laws of Spain. Both parties consent to submit any disputes that can not be amicably resolved to the exclusive jurisdiction of the Courts of Barcelona.