PrivCo Subscription Agreement and Terms of Service Noncommercial Use Rider
Last Updated August 27, 2024
PrivCo Inc., a New York corporation (“PrivCo”), provides Services and access to Data to Clients on a subscription basis. Client’s use of Services and access to Data is conditioned upon acceptance of terms contained in the Subscription Agreement and Terms of Service as well as applicable Order Form(s). This Noncommercial Use Rider (the “Noncommercial Rider”) provides additional terms applicable to Clients using PrivCo Services or Data for noncommercial purposes. This Noncommercial Rider, along with the Subscription Agreement and Terms of Service and any applicable Order Form(s), shall be referred to collectively as the “Agreement”.
The "Subscription Agreement and Terms of Service " are the terms and conditions available at https://www.privco.com/terms-of-use, which are hereby incorporated into this Agreement by reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PrivCo Services Terms of Use. In the event of any conflict between this Agreement and the PrivCo Services Terms of Use, the terms of this Agreement shall govern.
1. Noncommercial Use Only#
a. Representations and Warranties:#
Client hereby represents, warrants, and covenants that it will use the Services and Data provided by PrivCo solely for noncommercial purposes. Client expressly agrees not to use the Services or Data for any commercial purpose.
b. Definition of Commercial Use:#
For the purposes of this Agreement, "commercial use" shall be defined to include, but not be limited to: (i) any use of the Services or Data in connection with for-profit activities, including but not limited to consulting, advisory, or professional services; (ii) any activity intended to generate income, revenue, or financial gain, whether directly or indirectly; (iii) any use by a business, corporation, partnership, or any other entity engaged in commercial enterprise; (iv) resale, redistribution, or re-marketing of the Services or Data; and (v) any use of the Services or Data in support of commercial research or analysis intended for publication or distribution.
2. Acknowledgment#
Client acknowledges and agrees that it is receiving a discount on the subscription fees for the Services and Data in exchange for its representation and warranty that it will not use the Services or Data for any commercial purposes. This representation and warranty is a material inducement for PrivCo to enter into this Agreement.
3. Damages#
a. Liquidated Damages:#
Client agrees that any breach of the representation and warranty in Section 1 resulting in the use of the Services or Data for commercial purposes will cause significant damage to PrivCo, including but not limited to loss of revenue, business opportunities, and damage to PrivCo’s reputation. Due to the difficulty in calculating the exact amount of damages, Client agrees to pay PrivCo liquidated damages in the amount of $500,000 (five hundred thousand dollars) for each instance of breach.
b. Cumulative Remedies:#
The liquidated damages provided in this Section are cumulative and in addition to any other rights or remedies PrivCo may have under this Agreement, at law, or in equity, including the right to obtain injunctive relief.
c. Waiver of Contestation:#
Client waives any and all rights to contest the enforceability or reasonableness of this liquidated damages provision, acknowledging that it is a fair and reasonable estimate of the damages likely to result from a breach of the noncommercial use representation and warranty.
d. Reporting and Audit Rights:#
Client agrees to maintain accurate records regarding its use of the Services and Data. PrivCo reserves the right to audit Client’s use of the Services and Data to ensure compliance with this Noncommercial Rider. Client agrees to cooperate with such audits and provide access to relevant records and personnel. If an audit reveals any breach of this Noncommercial Rider, Client shall reimburse PrivCo for the costs of the audit and pay the applicable liquidated damages.
4. Governing Law and Jurisdiction#
The Agreement shall be governed by and construed in accordance with the laws of New York State, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal courts located within New York State. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, and expressly waives any objections or defenses based on improper venue, forum non conveniens, or similar doctrines.
5. Miscellaneous#
a. Severability:#
If any provision of this Noncommercial Rider is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
b. Entire Agreement:#
This Noncommercial Rider, together with the Subscription Agreement and Terms of Service and any applicable Order Form(s), constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
c. Amendments and Waivers:#
No modification, amendment, or waiver of any provision of this Noncommercial Rider will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right or remedy under this Noncommercial Rider shall operate as a waiver of such right or remedy.
d. Notices:#
All notices required or permitted under this Noncommercial Rider shall be in writing and shall be deemed received when delivered personally, sent by confirmed email, or five days after being sent by prepaid registered or certified mail, return receipt requested, to the address of the other party set forth in the applicable Order Form or such other address as either party may specify in writing.