Sales and Subscription Terms - SpendEdge Procurement Market

This document sets out the sale and subscription terms (“Terms”) upon which Infiniti Research Limited (and affiliated entities), registered in England and Wales, whose registered headquarters is at 8 Wimpole Street, London W1G 9SP, UK (“Infiniti Research”, “we”, “our” or “us”), agrees to make available to you, whether you are acting in your personal capacity or on behalf of your organisation or other principal, (“Customer”, “you” or “your”) our Reports, Add-ons and Subscription Service (each as defined below) purchased by you from us by placing the Order (as defined below). ‘We’, ‘our’ and ‘us’ also refer to the applicable Infiniti Research entity in the section entitled ‘Which Infiniti Research entity is the Customer contracting with?’ below. These Terms together with the Order shall constitute the agreement between Infiniti Research and Customer (the “Agreement”). If you are acting on behalf of a third party, you represent and warrant that you have authority to enter into this Agreement on behalf of such third party, and by entering into this Agreement, such third party will be bound by this Agreement from the Effective Date (as defined below). Your attention is drawn in particular to clauses 4.7, 6, 7, 10, 11.4 and 12.3.

Definitions and interpretation
1. All capitalised words used in the Agreement shall have the meaning set out in this clause or as defined elsewhere in the Agreement. “Add-on” means the modification or enhancement of a Report, for example, in relation to country level insights, insights on market participants or enhancement of any section of the Report. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time during the Term. “Confidential Information” means information disclosed by, or on behalf of, one party or its Affiliate to the other party, its Affiliate, or their officers, employees, agents and subcontractors in connection with or in anticipation of this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It will include, without limitation, the content of each Report and Add-on. Save for the content of any Report and Add-on which shall, unless otherwise provided in this Agreement, be deemed confidential, Confidential Information does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. “Effective Date” means the date of placing the Order. “Fee” means the price of each Report and Add-on or, as the case may be, the Subscription fee, as set out in the Order. Unless expressly stated otherwise, all amounts are exclusive of VAT and similar taxes and levies, which will be charged in addition. “IPR” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. “Licence Type” means any of the license types set out in the Order in relation to each Report or Add-on including, without limitation, “single User”, “five User”, “enterprise “or “global” which define the number of Users who may access the relevant Report, Add-on or Subscription Service in accordance with clause 7.4. “Order” means the Customer’s order to purchase a Report, Add-on or Subscription placed on our website, by email, over the telephone or otherwise and subsequently confirmed by us in writing in accordance with clause 2.3, including, if applicable, the title of each Report and Add-on ordered, Fee, Specifications, Licence Type, estimated delivery time, Subscription Term and other information. “Report” means a category market business research report available for sale on our website including without limitation: “Scheduled Report” which is a new Report due to be released for purchase on a certain date; “Updated Report” which is an updated version of a previous Report; and “Requested Report” which is a Report on topics inspired by Customer or User requests. “Specifications” means the specifications and scope relating to each Report and Add-on as set out in the Order. “Subscription Service” means our online information service where the User can access Reports, software, information, databases and other materials during the Subscription Term. “Subscription Term” means the duration of a Subscription which commences on the start date set out in the Order, continues for one year and automatically renews for yearly periods in accordance with clause 11.4, until terminated pursuant to clause 11. “Subscription” means the right to access the Subscription Service for the Subscription Term in consideration of the payment of the subscription Fee. “Term” means the period during which this Agreement is in full force and effect which starts on the Effective Date and ends on the earlier of the (i) expiry of a Subscription Term, where applicable, or (ii) termination pursuant to clause 11. “User” means any employee, officer or on-site contractor of the Customer’s organisation (excluding any Customer Affiliate unless otherwise stated in this Agreement) authorised by Customer to access the Report, Add-on or Subscription Service, as the case may be, in accordance with this Agreement.
2. In this Agreement, unless the context otherwise requires:
  1. words importing the singular meaning, where the context so admits, include the plural and vice versa;
  2. a reference to a particular law is a reference to such law as it is in force for the time being, taking into account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and
  3. the clause and paragraph headings are included for ease of reference only and shall not affect the construction or interpretation of the clause or paragraph to which they refer.
Agreement
1. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with the Agreement.
2. The Order constitutes an offer by the Customer to purchase the relevant Report, Add-on or Subscription in accordance with these Terms. By placing the Order, the Customer confirms that the contents of the Order are correct.
3. The Order shall only be deemed accepted, and the Agreement comes into existence, when Infiniti Research issues a written acceptance of the Order at its discretion. Subject to its discretion, Infiniti Research will generally issue acceptance within 7 business days of the Order date.
4. Any samples, drawings, descriptive matter or advertising produced by Infiniti Research and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Reports and Add-ons referred to in them. They shall not form part of the Agreement nor have any contractual force.
5. We have the right to reject your Order for any reason, including without limitation compliance or legal reasons.
Specifications
1. We, and our licensors, prepare each Report and Add-on using reasonable skill and care. Each Report and Add-on will conform to the Specifications.
2. Where the Specifications are discussed over the telephone, Infiniti Research will confirm the Order in writing setting out the agreed Specifications.
3. Each Report and Add-on is valid as of the date when it was prepared.
4. Subject to clause 10.2(a), Infiniti Research and its Affiliates shall not be responsible for:
  1. any failure to inform you of (i) any information which falls outside the scope of the Report or Add-on, (ii) any information which could not be found by using reasonable enquiry, or (iii) any future events or circumstances that came to light after the date the Report or Add-on was prepared;
  2. any act or omission of any third party, including but not limited to circumstances in which we have reasonably relied on information provided or published by a third party which subsequently turns out to be inaccurate; or
  3. any statement of opinion, expectation or forecast provided as part of any Report or Add-on and the same must not be relied on as a promise, warranty or representation.
5. Nothing in a Report or Add-on shall be construed as, or deemed to be, legal advice.
Payments & Refunds
1. Customer shall pay all Fees which shall be due immediately upon placing the Order on the website or, if the Order is placed via email or over the telephone, upon Customer receiving acceptance of the Order via email. Renewal Fees shall be payable 7 days before the commencement of the renewed Subscription Term. Fees for additional services will be based on our standard hourly rates and will be invoiced monthly, unless otherwise agreed.
2. Infiniti Research will provide an invoice when the Order is accepted or as soon as practicable thereafter.
3. Infiniti Research issues payment confirmation upon receipt of cleared funds, if requested.
4. You shall pay to us all payments due in full without any set-off, counterclaim or deduction, in US Dollars and in accordance with the instructions on our website.
5. Unless you object, we may keep your payment details, for e.g. credit card details, for up to 2 years after the last transaction to facilitate future payments.
6. We may charge interest at the rate of 4% per annum above the base rate of the Bank of England as revised from time to time, from the due date until the date of actual payment, whether before or after judgment, on any amount which is overdue, save for any amounts validly disputed by you.
7. Any queries or disputes in relation to invoices must be notified to us in writing within 7 days from the invoice date, after which time our invoices will be deemed to be agreed and may not be disputed.
8. If you are entitled to a refund under clauses 6.3 or 6.4, we will process the refund within 14 days of the approval of your valid refund request. If in our reasonable judgement we consider that you have breached our Agreement, we may deduct from such refund reasonable compensation for, without limitation, the costs incurred by us as a result of your breach of the Agreement and any costs incurred in connection with the Services.
Delivery & Support
1. Subject to clause 5.2, we will generally provide our readily available Reports to you within two business days following our acceptance of your Order and receipt of full payment in cleared funds.
2. We will start preparing any Add-ons, Scheduled Reports, Updated Reports or Requested Reports following our acceptance of your Order and receipt of full payment in cleared funds. We will use reasonable endeavours to deliver such Add-ons and Reports on the approximate delivery date stated in the Order. Once completed, we will provide the Add-ons and Reports to you without delay.
3. We will grant you access to the Subscription Service following our acceptance of your Order and receipt of full payment in cleared funds.
4. You shall ensure that you are able to receive deliveries from us by:
  1. using an appropriate and correctly configured browser with enabled downloads; and
  2. providing to us reasonable delivery instructions and being otherwise available to receive deliveries during our delivery times,
  and we shall not be responsible for any delay or failed delivery which is due to your breach of these obligations.
5. Hardcopies of Reports and Add-ons may be provided at our discretion on request, subject to your payment of printing and postal charges. If we accept your request, we will usually dispatch within 2 business days following our receipt of full payment in cleared funds including any postal charges.
6. Our Customer Support Department will, subject to availability, endeavour to respond to Customer telephone calls and e-mail queries between 10:00 a.m. and 6:00 p.m., local time, Monday to Friday.
Cancellations and other Remedies
1. No Returns Policy. Due to the nature of Reports and Add-ons which are consumed instantly upon receipt, we operate a no returns policy. We encourage you to exhaust every opportunity to ensure a Report meets your needs before placing an order. A table of contents and summary are available for all of our products, and samples of many reports can be viewed for free. Once you have received a Report or Add-on, a cancellation or return is no longer possible.
2. You may cancel the Order before delivery in the following circumstances:
  1. we have failed to accept your Order request within 7 business days of your Order request date;
  2. we have failed to provide the Report or Add-on to you within a reasonable time after the expected delivery in accordance with clause 5, except as provided under clause 6.3; or
  3. in accordance with clause 6.3.
3. If delivery is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event. However, if there is a risk of substantial delay you may cancel your Order, unless the delay is caused by your breach of clause 5.4. Subject to clause 10.2(a), you shall have no further right to cancel the Order or claim any refunds or other remedy. Upon receipt of a valid cancellation request, we will refund in accordance with clause 4.8 any Fee in respect of Reports and Add-ons you have paid for but which we failed to deliver.
4. If a Report or Add-on does not meet the Specifications in accordance with clause 3.1, you may request that the Report or Add-on be revised to meet the Specifications. If you wish to dispute a Report or Add-on in accordance with this clause, you must do so within 7 days of actual delivery date. If in our reasonable judgment we accept your request, then, at our discretion, we will either provide you with a compliant Report or Add-on or issue a refund to you in accordance with clause 4.8. Subject to clause 10.2(a), you shall have no further remedies in relation to a non-compliant (including without limitation non-complaint due to our breach of clause 3.1) Report or Add-on delivered to you. For the avoidance of doubt, our acceptance of your request shall not constitute an admission of liability of any kind.
Intellectual Property
1. Infiniti Research and/or its licensors shall retain ownership and IPR (present and future) in all Reports, Add-ons and the Subscription Service. Save for the limited licence at clause 7.2, Customer shall acquire no title, right, interest or other benefit in any Report, Add-on or the Subscription Service whatsoever.
2. Subject to clauses 7.3 and 9, Infiniti Research grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable and worldwide licence for the duration of the Term, with the limited right to sublicense to Users in accordance with clause 7.4, to view and copy each Report and Add-on solely for the following limited purposes:
  1. perusal for legitimate business purposes; and
  2. for citing relevant sections of a Report or Add-on in Customer’s internal confidential business documents and internal research papers, provided that Infiniti Research is identified as the source of the cited section, (the “Licence”).
3. For the avoidance of doubt, no Report or Add-on may be modified or repurposed. Without prejudice to clauses 7.1, 7.2 and 9, Reports and Add-ons must not be used for any purposes in connection with initial public offerings, litigation, financial matters or any public presentation, without our prior written approval; such approval shall not be unreasonably withheld but may be subject to additional Fees. Infiniti Research may withdraw the Licence in relation to any Report or Add-on at its sole discretion including, without limitation, when our rights to publish such content are challenged or lost.
4. You must not sub-license or disclose any Report or Add-on, or any part of it (including without limitation any charts and graphics), to any person whatsoever, except to your Users according to your Licence Type as follows:
  1. “single user”- access is limited to one User;
  2. “five user”- access is limited to up to five Users;
  3. “enterprise“- access is granted to all Users within the organisation but not, for the avoidance of doubt, your Affiliates;
  4. “global” –
    1. access is granted to all Users within the organisation and Customer Affiliates and, subject to prior written approval by Infiniti Research of a publication copy, up to 4 paragraphs or 1 page of a Report or Add-on may be shared with external parties in whitepapers, press releases, marketing collaterals and for similar purposes, provided that we are clearly identified as the source of the cited section.
    2. With a Subscription, access is granted to all Users within the organisation and Customer Affiliates and, subject to prior written approval by Infiniti Research of a publication copy, up to 2 paragraphs or ½ page of a Report or Add-on may be shared with external parties in whitepapers, press releases, marketing collaterals and for similar purposes, provided that we are clearly identified as the source of the cited section.
5. You must not share the login details or otherwise permit access to the Subscription Service other than to your designated User(s) in accordance with clause 7.4. Customer shall comply with our Acceptable Use Policy.
6. A Customer with a Subscription may access the Subscription Service solely for the purpose of accessing Reports and other information available within the Subscription Service and for no other purpose. The Customer must not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Subscription Service or any part of it.
7. If you would like to add further Users or discuss other potential use of any Report or Add-on, you may contact us to request an upgrade to your Licence or Licence Type, which will be granted, at our discretion, and subject to the payment of the applicable Fees.
8. In relation to any information or materials provided to us, you warrant and represent that you have all authority, licences and consents necessary to provide such information and materials, such information and materials are complete and accurate and our use of such information and materials in connection with this Agreement will not contravene any law or infringe any rights including without limitation third party rights.
9. Cooperation & Audit. Customer will, at its own expense, cooperate and as soon as reasonably practicable respond to each request for such records and documentation as Infiniti Research and its licensors may reasonably require in order to investigate the Customer’s compliance with clauses 7 and 12.3 and other matters concerning the use and protection of IPR. If Infiniti Research or its licensor is not satisfied with the records provided by (or on behalf of) the Customer it may on no less than 7 days’ notice and on reasonable grounds, other than in the event of allegations of gross misconduct or fraud where no notice will be required, attend the Customer’s (and its Affiliates’) offices and have access to such documentation, records, Users, personnel and equipment that is reasonably required in order to determine whether Customer has complied with this Agreement. If it transpires that a balancing payment is required, then the Customer will pay the costs of the audit together with the balancing payment within 14 days of invoice date. If no balancing payment is required, each party will bear its own costs of the audit.
10. Further Assurance. You shall, as and when requested by us, do all acts and execute all documents as may be reasonably necessary to give effect to the provisions of this Agreement (including, without limitation, this Clause 7).
11. You grant us a fully paid-up, non-exclusive, revocable and worldwide licence to use your business name, brand and logo in connection with our marketing activities.
Data Protection
1. Data Protection Law” means in relation to each party the data protection and data privacy laws applicable to that party, including, where applicable, the Data Protection Act 2018, as amended or replaced from time to time. The terms “controller”, “processor”, “personal data”, “processing” or similar terms shall have the meaning as defined in the Data Protection Law.
2. The parties agree that for the purposes of Data Protection Law, each party is a controller in relation to the personal data in Reports and Add-ons (collectively, the “Report Personal Data”).
3. Each party warrants on a continuous basis to the other party that it shall comply with its obligations under applicable Data Protection Law in relation to all processing of Report Personal Data.
4. We will process your and User personal data in accordance with our Privacy Notice.
Confidentiality
1. Reports, Add-ons and Subscription Service logon details must only be shared with Users (as permitted under clause 7.4) who have agreed in writing to keep them confidential and no other persons or parties.
2. Subject to 9.1, each party shall keep Confidential Information confidential and must not disclose Confidential Information, except to its Affiliates, officers, employees, agents or subcontractors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
3. Customer must implement appropriate technical, physical and organisational security measures to safeguard the confidentiality of Confidential Information.
4. You may disclose Confidential Information when required by law including without limitation in response to a lawful witness summons, subpoena or similar compulsory process received from a regulatory body, governmental agency or similar body or a court of competent jurisdiction, after giving reasonable notice to us, if giving such notice is legally permissible, such notice to be sufficient to give us the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
Liability and Indemnity
1. Save as expressly provided in this Agreement, the parties agree that any conditions, warranties and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
2. Nothing in this Agreement will exclude or limit (a) the liability of either party which cannot be limited or excluded by applicable law, and (b) your liability for any breach of clauses 7, 8, 9 and your liability under clause 10.5.
3. Subject to clause 10.2, neither party will be liable under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any:
  1. loss of anticipated savings, investment or expenditure;
  2. loss of business opportunity, revenue, customers or loss of profits;
  3. loss of goodwill;
  4. loss and damage resulting from third party claims; or
  5. indirect, consequential or special losses or punitive, incidental or exemplary damages,
  suffered or incurred by the other party, whether or not such losses were within the contemplation of the parties at the date of this Agreement.
4. Subject to clauses 10.2 and 10.3, the aggregate liability of Infiniti Research under or in connection with this Agreement whether in contract, tort (including negligence), or otherwise, is limited to the greater of (i) 100% of total Fees paid by you under the Agreement, or (ii) $2,500.00.
5. The Customer shall and hereby agrees to indemnify Infiniti Research and its Affiliates and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach of clauses 7, 8, 9, 12.2, 12.3 and 12.13.
Renewal, Term and Termination
1. This Agreement will commence on the Effective Date and will continue for the duration of the Term.
2. Either party may terminate the Agreement:
  1. if the other party shall have caused a material breach of the Agreement and fails to remedy such breach within 15 days following written notice from the non-breaching party; or
  2. it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment; a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law save where such resolution is made in the context of an internal solvent restructure or reorganisation of its group of Affiliates; any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; any event analogous to the events listed above takes place in respect of it in any jurisdiction.
3. Infiniti Research may terminate the Agreement with immediate effect if the Customer acts in breach of any provision in clauses 4, 7, 8, 9, 10.5, 12.2 or 12.3 or our Acceptable Use Policy.
4. Automatic Subscription Renewal: Subscription Term will automatically renew for yearly periods unless Customer notifies Infiniti Research of its intention not to renew the Subscription Term at least 30 days before the end of the current Subscription Term.
5. Infiniti Research may suspend, in whole or part, without liability the Subscription Services or User access at any time on reasonable cause, including without limitation non-payment of any Fee or suspected breach of any provision in clauses 4, 7, 8, 9, 10.5, 12.2, 12.3 or 12.13 or, for the avoidance of doubt, our Acceptable Use Policy.
6. Upon termination or expiry of the Agreement, you shall without delay irretrievably erase and destroy each Report and Add-on and other materials which belong to us including all copies in your possession or control, including without limitation any copies held by a User or Affiliate or other third party, and certify to us in writing that you have done so.
7. Clauses 3.4, 3.5, 4.1 – 4.7, 6.1, 7.9, 7.10, 7.11, 8.3, 9, 10 and 12 of this Agreement and of any other clauses which under their terms or by implication ought to survive, will survive the expiration or termination of this Agreement.

Miscellaneous

Assignment. Subject to the remainder of this clause, neither party may assign, novate, subcontract or otherwise transfer the Agreement, in whole or in part, to any entity or person without the written consent of the other. Infiniti Research may assign, novate, subcontract or otherwise transfer its rights and transfer its obligations under this Agreement to an Affiliate of Infiniti Research upon written notice to the Customer. Either party may upon written notice to the other party assign or novate this Agreement to a successor entity in the event of an acquisition, merger or restructuring, whether by equity or asset transfer. Any other attempt to assign, novate, subcontract or otherwise transfer the Agreement is void. Neither party may hold this Agreement on trust for any other person.
Resellers. If you are a reseller of our Add-ons, Reports or Subscriptions, you agree that: (i) “User” shall also mean a User in relation to your customer, (ii) you will enter into an agreement with each such customer which is at least as protective of our rights as if such customer were a party to this Agreement, (iii) you remain liable for the acts and omissions of each User in accordance with clause 12.3, and (iv) you will not resell any Add-ons, Reports or Subscriptions without our prior written consent.
Liability for third parties. You shall ensure that each User and each recipient of Confidential Information pursuant to clause 9.2 complies with clauses 7, 8 and 9 as if they were a party to this Agreement. You shall be responsible for each act and omission of each such party as if they were your own acts and omissions.
Severability. If any term of this Agreement, in whole or in part, is invalid, illegal or unenforceable, the rest of the Agreement will continue in force unaffected.
Force Majeure. Subject to clause 10.2(a), neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
No Waiver. Neither party will be treated as having waived any rights by not exercising, or delaying the exercise of, any rights under this Agreement.
No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) unless it expressly states that it does. Except for designated Users no Report or Add-on must be used or relied on by any third party without the prior written consent of Infiniti Research; such consent will not be unreasonably withheld but may be subject to applicable fees.
Entire Agreement. (i) Subject to clause 10.2, the Agreement sets out all terms agreed between the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. (ii) In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, whether made negligently or innocently, except those expressly set out in this Agreement.
Amendments. Any amendment must be (i) in writing, (ii) state that it is amending this Agreement and (iii) agreed by a duly authorised representative on behalf of each party.
Conflicting Terms. To the extent of any conflict between the Terms and any related Order Sheet these Terms will prevail, unless expressly agreed otherwise in writing.
Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s primary contact person or legal department. Notice will be treated as given on receipt, as verified by a valid receipt, electronic log or other valid evidence of service.
Compliance with Anti-Bribery Laws. In performance of its obligations under this Agreement, each party will comply with all applicable commercial and public anti-bribery laws, including the Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 (“Anti-Bribery Laws”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, each party will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.

Which Infiniti Research entity is the Customer contracting with? All references to ‘Infiniti Research’, ‘we’ or ‘us’ under the Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with the Agreement and which courts have jurisdiction over any such dispute or lawsuit depends on where the Customer is domiciled.

Domicile	Infiniti Research Contracting Party	Governing Laws	Venue
United States	Infiniti Research, Inc.	Illinois, USA	Chicago, Illinois
Canada	Infiniti Research Marketing Solutions Limited	Ontario, Canada	Toronto, ON
Rest of world (except USA and Canada)	Infiniti Research Limited	England and Wales	London, England

Dispute Resolution. For Customers based in the United States: Any dispute arising under or in connection with this Engagement that is not first resolved by the parties shall be determined and settled exclusively by an arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall be selected pursuant to such Rules. The place of arbitration shall be Chicago, United States of America. Any award rendered in such arbitration shall be final and binding on both parties and judgement may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator may only award actual damages and shall not have the right to award any other damages, including punitive, incidental or consequential damages.For Customers based in Canada: Any dispute arising under or in connection with this Engagement that is not first resolved by the parties shall be determined and settled exclusively by an arbitrator in accordance with the Commercial Arbitration Rules of the Canadian Arbitration Association then in effect. The arbitrator shall be selected pursuant to such Rules. The place of arbitration shall be Toronto, Canada. Any award rendered in such arbitration shall be final and binding on both parties and judgement may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator may only award actual damages and shall not have the right to award any other damages, including punitive, incidental or consequential damages. For Customers not based in the United States or Canada: Save for the early issuing of a claim in order to avoid the lapse of a limitation period at law, applying for injunctive relief which is necessary in order to prevent or mitigate loss or damage to property, IPR or loss of confidentiality, no party may commence any court proceedings in relation to any dispute arising out of or in connection with this Agreement. If any such dispute arises: (a) the parties shall within 30 days of a written request from one party to the other, meet in a good faith and attempt to resolve the dispute; and (b) if the dispute is not resolved or the meeting does not take place within that time, the dispute shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The language to be used in the arbitration shall be English; the governing law of the contract shall be English law; the number of arbitrators shall be three; and the seat, or legal place, of arbitration shall be London. The arbitration shall be binding.
Governing Law and Jurisdiction. The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law below, without regard to conflicts of laws, rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and solicitor’s fees.For Customers based in the United States: This Agreement is governed by the law of the state of Illinois, and, subject to clause 12.15, the parties submit to the exclusive jurisdiction of the Courts of Illinois, in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information. For Customers based in Canada: This Agreement is governed by the law of the state of Ontario, and, subject to clause 12.15, the parties submit to the exclusive jurisdiction of the Courts of Toronto, Ontario, in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information. For Customers not based in the United States or Canada: This Agreement is governed by English law and, subject to clause 12.15, the parties submit to the exclusive jurisdiction of the English Courts in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information.