WELCOME TO CORSEARCH PLATFORM! PLEASE READ THE TERMS OF THIS LEGAL AGREEMENT (“USER AGREEMENT”) BETWEEN YOU AND CORSEARCH (ALSO REFERRED TO AS “WE” OR “US”). THIS USER AGREEMENT GOVERNS YOUR ACCESS AND USE OF: (I) THE CORSEARCH PLATFORM AND RELATED SERVICES (“SOFTWARE”), WHICH ARE PROVIDED AS APPLICABLE; AND (II) ANY AND ALL DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, MATERIALS IN ELECTRONIC OR PRINTED FORMAT) MADE AVAILABLE TO YOU BY CORSEARCH RELATING TO THE SOFTWARE (“DOCUMENTS”). CORSEARCH SHALL MEAN CORSEARCH B.V., CORSEARCH, INC., OR INCOPRO LIMITED, CORSEARCH FRANCE S.A.S, CORSEARCH EUROPE, CORSEARCH AUSTRALIA PTY LTD AND ITS AFFILITATES.
BY: (1) CLICKING A BOX INDICATING ACCEPTANCE THROUGH THE SOFTWARE; OR (2) PROCEEDING TO USE THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS USER AGREEMENT WHICH WILL BIND YOU (AND YOUR ORGANISATION, IF YOU ARE ENTERING INTO THIS USER AGREEMENT ON BEHALF OF AN ORGANIZATION). IF YOU ARE ACCEPTING THIS USER AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS USER AGREEMENT, AND THAT SUCH ENTITY SHALL BE SO BOUND. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ANY OF THIS USER AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SOFTWARE AND DOCUMENTS. IF YOU OR YOUR ORGANISATION HAVE SEPARATELY EXECUTED A CORSEARCH MASTER SERVICES AGREEMENT OR AN AGREEMENT WITH ANY CORSEARCH GROUP COMPANY ("SERVICE AGREEMENT"), THE TERMS OF THAT SERVICE AGREEMENT WILL GOVERN.
WE MAY UPDATE THIS USER AGREEMENT IN OUR DISCRETION FROM TIME TO TIME, AND YOUR ACCEPTANCE OF SUCH UPDATED USER AGREEMENT SHALL BE DEEMED THROUGH YOUR CONTINUED ACCESS TO OR USE OF THE SOFTWARE OR DOCUMENTS.
1. GRANT & SCOPE OF LICENCE
1.1 Subject to your access to the Software from a computer system meeting the applicable system requirements made available by Corsearch (if any), we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents subject to and in accordance with this User Agreement.
1.2 You may: (a) access and use the Software solely for your internal business purposes in accordance with the relevant Documents (as applicable); (b) only use the user login credentials provided to you by Corsearch; and (c) use any Documents solely in support of the use of the Software and make copies of the Documents as are reasonably necessary for their lawful use.
2. USAGE RESTRICTIONS & YOUR OBLIGATIONS
2.1 You agree to keep all login credential(s) issued to you and/or your organization, as applicable, secure and confidential. Additionally, in relation to the Software and Documents, except as expressly set out in this User Agreement or as permitted by any local law, you undertake not to: (i) permit access to, or make available to anyone other than as authorized, or permit multiple users to access the Software using shared accounts; (ii) sell, resell, license, sublicense, distribute, make available, extract data in whole or in substantial part, unless such functionality is explicitly provided as part of the Software and Documents, or otherwise expressly authorized by Corsearch, rent or lease in any manner whatsoever; (iii) violate any law or regulation in connection with your use of; (iv) interfere with or disrupt the integrity or performance; (v) access or use to build, create or design a product or service competitive to Corsearch; (vi) access or use to train an artificial intelligence or machine learning algorithm; and (vii) use or instruct Corsearch to carry out the same in any manner that would negatively impact Corsearch’s reputation or commitment to environmental, social and corporate governance.
2.2 Corsearch may monitor the use of the Software for security, operational, product improvement and product performance purposes. Corsearch may temporarily suspend access to the Software in the event that: (i) a user is engaged in, or Corsearch in good faith suspects that such user is engaged in any unauthorized conduct; or (ii) there has been unauthorized access to such user’s account. Corsearch will provide you with prompt notice if it suspends access and will restore access as soon as reasonably practicable once the situation is remedied.
2.3 You are responsible for: (a) the timely preparation, delivery, accuracy and completeness of all required documentation, instructions and other information provided to Corsearch or inputted into the Software, and (b) the consequences and accuracy of any instructions you may give to Corsearch.
3. INTELLECTUAL PROPERTY OWNERSHIP
3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us or to our licensors (as applicable), that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this User Agreement. Additionally, you acknowledge that our Software may contain links to other websites that are not maintained by us or that contain information about third parties’ products or services, and accordingly we hereby disclaim all liability in connection with such third-party owned links, websites, products and services.
3.2 You grants us a perpetual, irrevocable, royalty-free, exclusive and sublicensable worldwide license to use and incorporate into the Software and/or Documents, any requests, feedback, suggestions or ideas (“Feedback”) that you provide to us. Feedback will not be considered confidential information, and we have the right to exploit Feedback in any way without compensation.
4. DISCLAIMER
4.1 THE SOFTWARE, THE DOCUMENTS AND THE DATA MADE AVAILABLE IN THE SOFTWARE AND/OR DOCUMENTS ARE PROVIDED BY CORSEARCH TO YOU AND/OR CUSTOMER ON AN “AS IS”, “AS AVAILABLE” BASIS AND CORSEARCH DOES NOT GIVE OR MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES AND ANY OUTPUT OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR CORRECTNESS. ACCESS TO THE SERVICES PROVIDED FREE OF CHARGE, INCLUDING AS PART OF A TRIAL, IF ANY, ARE PROVIDED “AS IS,” AND EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
4.2 CORSEARCH DOES NOT VERIFY THE ACCURACY OF THE INFORMATION MADE AVAILABLE IN THE SOFTWARE FROM THIRD PARTY DATABASES AND INVESTIGATIVE TOOLS INCLUDING BUT NOT LIMITED TO NATIONAL OR REGIONAL TRADEMARK AND PATENT OFFICES, SECRETARY OF STATE OFFICES, INTERNET SEARCH ENGINES, ONLINE PLATFORMS, OR ANY ICANN-ACCREDITED REGISTRAR, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY UNAVAILABILITY OR FOR ERRORS OR OMISSIONS.
4.3 CORSEARCH IS NOT A LAW FIRM AND IS NOT PROVIDING LEGAL ADVICE AS PART OF THE SOFTWARE OR DOCUMENTS. IT IS YOUR RESPONSIBILITY TO OBTAIN NECESSARY LEGAL COUNSEL ON ANY INFORMATION RETRIEVED FROM THE SOFTWARE.
5. LIMITATION OF LIABILITY
5.1 IN NO EVENT SHALL CORSEARCH HAVE ANY LIABILITY TO YOU OR ANY OTHER USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU (OR ANY OTHER USER) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 Notwithstanding Section 5.1 above, nothing in this User Agreement shall limit or exclude liability for: (a) death or personal injury to the extent resulting from our gross negligence or wilful misconduct; or (b) any other liability that cannot be excluded or limited by applicable law.
6. TERM & TERMINATION
6.1 This User Agreement shall commence the date on which you first access the Software and shall remain in effect for as long as you have access to or use the Software.
6.2 Your use of the Software and/or Documents may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this User Agreement by you, (b) if applicable, the termination or expiration of an third party agreement, such as the applicable order form, with us pursuant to which such third party is providing the Software to you, and/or (c) a breach by the aforementioned third-party, our customer, of its obligations to us with respect to the Software access it is providing to you. Subscriptions to the Software are non-cancellable by you during a service term.
6.3 On termination for any reason: (a) all rights granted to you under this User Agreement shall cease; (b) you must immediately cease all activities authorised by this User Agreement; and (c) you must immediately and permanently delete or remove all login credentials to the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7. DATA PROTECTION
By using the Software, you agree that the collection and use of your information and related personal data will be governed by Corsearch’s Privacy Policy , and it is important that you review and understand that information.
8. GENERAL TERMS
8.1 We may transfer our rights and obligations under this User Agreement to another organisation, but this will not affect your rights or our obligations under this User Agreement.
8.2 This User Agreement shall only apply in the event you have access to the Software and/or Documents and have not entered into a Service Agreement (such as a Corsearch Master Service Agreement or an agreement with any Corsearch group company) with us which is still in effect. If you have an active Service Agreement in place with us, the terms and conditions of such Service Agreement shall govern.
8.3 Subject to 8.2, and to the extent this User Agreement governs your use of Corsearch Platform, this User Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
8.4 You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this User Agreement, any MSA or any document(s) expressly referred to herein. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this User Agreement or any document(s) expressly referred to in it.
8.5 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this User Agreement that is caused by force majeure, provided that we will use reasonable endeavours to remove or avoid such force majeure as promptly as practicable.
8.6 If we fail to insist that you perform any of your obligations under this User Agreement, or if we do not enforce our rights against you, or if we delay in doing so, we will not be deemed to have waived our rights against you, and it does not mean you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
8.7 Each of the terms and conditions of this User Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.8 This User Agreement, its subject matter and its formation (and any non-contractual disputes or claims) regardless of any rules concerning conflict of laws are governed by: (a) the laws of England and Wales, if you are located in the United Kingdom; (b) the laws of the Netherlands, if you are located in the European Economic Area (EEA) and (b) the laws of the State of New York, if you are located elsewhere in the world. You and we both irrevocably agree to the exclusive jurisdiction of the courts of either Section 8.8(a) or Section 8.8(b) herein, as applicable.