Corporate Subscriptions Terms
Corporate Subscriptions Terms
Last updated: May 31, 2023
This Order Form is made pursuant to the Terms of Sale available at: https://www.businessinsider.com/termsofsale, the terms of which are incorporated herein. The Term shall be effective on the execution date of this Order Form. Both parties agree to make every effort to ensure that the subscriptions are technically available to customers immediately after the execution of the Order Form and Agreement unless specific term dates are included above. The contract effective date commences only when the subscription is available to users, but no later than 8 weeks from the subscription start date stated in this agreement.
The Subscription Term for any Authorized Users added by Subscriber after the beginning of the then- current Subscription Term (“Additional Authorized Users”) shall be coterminous with the then current Subscription Term for the existing Agents. Subscription Charges for Additional Authorized Users shall be at the Subscriber's Subscription Charges under the then current Subscription Term, unless otherwise expressly agreed by the parties in writing. Any discount provided to Subscriber is applicable only to the initial Subscription Term detailed in this Service Order, unless otherwise expressly agreed by the parties in writing, and will not be applied to any subsequent Subscription Term.
APPENDIX A SUBSCRIPTION AGREEMENT
This Subscription Agreement (“Agreement”) governs Subscriber Organization’s use of and access to the Business Insider digital publication(s) as set forth on the Order Form (“Publication”).
1. GRANT OF RIGHTS. This Agreement grants the Subscriber Organization (as set forth on the Order Form) a non-exclusive, revocable, non-transferable, non-assignable license to access the Publication during the Term (“Subscription”). The Subscription permits only the agreed upon number of Authorized Users as set forth on the Order Form (“Subscriber(s)”) to access and receive content from the Publication. Subscribers shall include only current employees, officers or directors, temporary employees working at Subscriber Organization, employees of Subscriber Organization affiliates, consultants doing work on behalf of Subscriber Organization, Subscriber Organization’s independent contractors (provided that the access provided to them will be solely for the purposes of the contracted work for Subscriber Organization), outside counsel, and public relations agencies (each, a “Group”) Subscriber Organization has retained. Notwithstanding the foregoing, if a Group is specified on the Order Form then the Subscription and Subscribers are limited to such Group within Subscriber Organization.
2. ACCESS. BI will make the Publication available to the Subscriber Organization, as set forth on the Order Form. If applicable, BI will provide to Subscriber Organization, a unique promotional code that will allow each Subscriber to create an individual user ID and password to access the Publication. Sharing or transferring promotional codes, user names, or passwords is strictly prohibited without written permission from BI. If purchased for a University, BI limits the seats/usage to only active students. Alumni are excluded. If Subscriber accesses the Publication through a mobile application or other type of platform, the applicable end user license agreement for such application or platform may apply in addition to the terms of this Agreement, and Subscriber shall be subject to such application or platform’s terms in addition to this Agreement.
3. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue for the length of time stated in the Order Form. Thereafter, this Agreement will automatically renew for subsequent annual terms at no more than a 5% increase. Either Party may opt-out of the auto-renewal upon written notice (email sufficient) to the other party when notice is given at least thirty (30) days prior to the end of the then-current term. In the event of a material breach of the Agreement that is not cured within fifteen (15) days of receipt of notice of such breach (the “Cure Period”), the non-breaching Party may terminate the Agreement effective upon the expiration of the Cure Period. In the event that the material breach is not curable, the non-breaching Party may terminate the Agreement effective immediately upon providing written notice to the breaching Party. Except in the event of a termination due to a material breach by Subscriber Organization, reports and data from the Publication received prior to termination may be retained by Subscriber Organization. Provided however all Subscriber Organization obligations and restrictions with regard to such reports and data pursuant to this Agreement shall remain in effect and survive termination.
4. INTELLECTUAL PROPERTY. Subscriber Organization acknowledges that the Publication and the contents thereof are the intellectual property of BI or its licensors. Subscriber Organization further acknowledges that nothing in this Agreement shall constitute a sale or transfer of title or ownership from BI to Subscriber Organization of any rights in and to the Publication. Subscribers shall not, infringe, or enable the infringement of, the intellectual property rights of BI in any way, including without limitation by making available externally from Subscriber Organization including without limitation by auto-forwarding via email, posting on a publicly accessible website, directly or indirectly reproducing, downloading or otherwise distributing (in any form current or yet to be developed) the Publication or any portion thereof without prior written permission of BI. Notwithstanding the foregoing, Subscriber Organization may use data and information provided in the Publication in (a) external presentations to customers and licensees and potential customers and licensees; (b) presentations at conferences and events where Subscriber Organization is a featured speaker; (c) earnings calls, analyst days and other investor presentations. Subscriber Organization may use the Business Insider logo to accompany internal announcements of the availability of access to the Publication. All rights not explicitly granted to Subscriber Organization herein are reserved to BI. Subscriber Organization grants BI the limited right to use its name and logo on customer lists and related materials.
5. PRIVACY. Registration data and other information collected during the registration process and in the ordinary course of business during the Term shall be subject to the BI privacy policy located at http://www.businessinsider.com/privacy-policy, which may be updated from time to time. The Publication may include email newsletters. To ensure electronic delivery accuracy and intellectual property compliance, BI may use a third party email service provider, which may forward certain technical data and newsletter usage information to BI.
6. CONFIDENTIALITY. The Parties shall keep strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution hereof designated as such by either Party together with all other information which relates to the business, affairs, products, trade secrets, know-how, personnel, agents and suppliers of either Party, including the terms of this Agreement, or information which otherwise may reasonably be regarded as the confidential information of the disclosing Party. This confidentiality extends to the login and password information provided to Subscriber Organization to access the Publications. However, the term confidential information shall not include any information disclosed which a) is on the Effective Date, or thereafter becomes, publicly known without violation of this Agreement, b) is demonstrably developed at any time by the receiving Party without use of confidential information, c) is legitimately obtained at any time by the receiving Party from a third party without restrictions in respect of disclosure or use, or d) is required to be disclosed by any applicable law, regulation or by order of a court of competent jurisdiction.
Each Party agrees that it shall disclose confidential information only to those of its personnel or authorized representatives who need to know such confidential information for the purpose of this Agreement and who are bound by suitable confidentiality obligations, either as a condition of employment or prior to obtaining the confidential information, to protect the confidentiality of such confidential information. The recipient Party will be liable as primary obligor for any breaches of this article notwithstanding that such breaches were committed by its personnel or authorized representatives (with or without recipient’s knowledge).
7. DISCLAIMERS. SUBSCRIBER ORGANIZATION AGREES AND ACKNOWLEDGES THAT THE PUBLICATION INCLUDING SUBSCRIBER’S USE OF AND ACCESS TO THE PUBLICATION IS PROVIDED ON AN “AS IS”, BASIS AND ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. ADDITIONALLY, BI DOES NOT GIVE INVESTMENT ADVICE OR ADVOCATE FOR THE PURCHASE OR SALE OF ANY INVESTMENT OR SECURITY AND BI AND ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, CONTENT PROVIDERS AND LICENSORS WILL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON AS A RESULT OF ACCESS TO THE PUBLICATIONS FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE AND LOST SAVINGS IN ANY THEORY OF LIABILITY. IF ANY PORTION OF THIS SECTION IS RULED TO BE UNENFORCEABLE BY AN APPLICABLE AUTHORITY THEN BI’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
8. GENERAL. This Agreement is the final and entire agreement between the Parties with regard to the Publication and supersedes all previous agreements whether written or oral regarding the Publication. Neither Party is an agent, representative or partner of the other. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of the other Party. This Agreement shall not be interpreted to create an employment relationship, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either Party. No changes, modifications, or waivers are to be made to this Agreement unless evidenced in writing and signed by both Parties. Neither this Agreement nor any part or portion hereof shall be assigned or otherwise transferred by Subscriber Organization without BI’s prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal, it shall be severed from this Agreement and the remaining terms shall remain in full force and effect. The parties agree to the exclusive jurisdiction of the federal and state courts in New York, New York. This Agreement shall be governed by and construed under the laws of the State of New York. All notices hereunder shall be sent, certified mail, to Insider, Inc. at One Liberty Plaza, 8th Floor, New York, NY 10006, Attn: Legal, and to Subscriber at the address given in this Agreement. Sections 4-9 of the Agreement shall survive termination or expiration of the Agreement.
9. FORCE MAJEURE. Neither Party shall be liable for damages for any delay or default in their respective obligations under this Agreement, if such delay or default is caused by third parties and/or conditions beyond their control, including but not limited to acts of God, government restrictions, wars, acts of terrorism, insurrections, strikes, fires, floods or other natural disasters. The Party rendered unable to perform or delayed in performing by the event of Force Majeure shall promptly notify the other Party. So long as such delay or default continues, the Party affected by the conditions beyond its control shall keep the other Party informed concerning the matters causing the delay or default.