BLUEVOYANT FORESIDE PURCHASE PORTAL TERMS AND CONDITIONS

THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL PURCHASES MADE VIA THE BLUEVOYANT FORESIDE PURCHASE PORTAL AVAILABLE AT https://purchase-cyberconnect.foreside.com . BLUEVOYANT’S ACCEPTANCE OF CLIENT’S SERVICES ORDER IS EXPRESSLY CONDITIONED ON CLIENT’S ASSENT TO THESE TERMS AND CONDITIONS. NO TERMS OR CONDITIONS SET FORTH IN ANY FUTURE CORRESPONDENCE BETWEEN CLIENT AND BLUEVOYANT (IN EACH CASE, TO WHICH NOTICE OF OBJECTION IS HEREBY GIVEN) WILL ALTER OR SUPPLEMENT THESE TERMS AND CONDITIONS UNLESS BOTH PARTIES HAVE AGREED IN WRITING TO MODIFY THESE TERMS AND CONDITIONS. BLUEVOYANT’S COMMENCEMENT OF PERFORMANCE OF SERVICES WILL NOT BE DEEMED OR CONSTRUED AS ACCEPTANCE OF CLIENT’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.   

 

1.              Interpretation

 Whenever the words below appear in these terms and conditions, they shall have the following meanings:

 

1.1.           Agreement means the applicable service description(s), together with these Standard Terms and Conditions.

 

1.2.           BlueVoyant, our, we, or us in these general terms means BlueVoyant LLC, any of its group companies, and in all cases any successor or assignee.

 

1.3.           BlueVoyant External Service Provider or, in the plural BlueVoyant External Service Providers means any agent, consultant, expert, sub-contractor or other service provider of any kind who is engaged by BlueVoyant for the purposes of providing Services and is not a BlueVoyant Person.

 

1.4.           BlueVoyant Person or, in the plural, BlueVoyant Persons, means any existing or future officer or employee of BlueVoyant.

 

1.5.           Client or you means the person or entity named as the purchaser of Services.

 

1.6.           Client Information means any information, data, documentation or other materials in your possession, custody or under your control which we expressly state to be required by us or which can be reasonably considered to be required by us or be relevant to our performance of the Services.

 

1.7.           Indemnified Party or, in the plural, Indemnified Parties means BlueVoyant, any BlueVoyant Person or any BlueVoyant External Service Provider.

 

1.8.           Intellectual Property Rights means patents, trademarks, design rights, (whether registrable or otherwise), applications for any of these, copyrights, database rights, trade or business names and any other similar rights or obligations whether registrable or not in any country.

 

1.9.           Portal means the website available at: https://purchase-cyberconnect.foreside.com 

 

1.10.        Services mean the services provided or to be provided by BlueVoyant pursuant to a Statement of Work.

 

1.11.        Statements of Work or SOW means the statements of work referenced in the Portal.

 

2.              Our Services

 

2.1.           We will carry out the Services as set out in the Statements of Work.

 

2.2.           We shall use reasonable care and skill in the provision of the Services.

 

2.3.           We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope of the SOW and will have no responsibility to you to update any advice, report or other documentary material we produce as part of the Services to take account of events or changes of circumstances which take place after the advice, report or other documentary material is provided to you.

 

2.4.           Any statement of opinion, expectation or forecast made by us does not amount to a warranty, determination or prediction of future events. The Services specifically do not include legal advice.

 

2.5.           We reserve the right to decide the methodologies to be employed and which BlueVoyant Persons are to be used for the provision of the Services. We may in our discretion sub-contract some of the Services to BlueVoyant External Service Providers but, in the event we do so, we will have entered written agreements with them covering anti-corruption, confidentiality and data protections issues.

 

3.              Client Assistance and Information

 

3.1.           You will promptly provide us with all Client Information reasonably required to enable us to provide the Services, and ensure that all material disclosed to us which contains personal data is disclosed in compliance with applicable statutory and/or regulatory requirements and that all necessary consents have been obtained by you to enable us to use such material for the performance of the Services.

 

3.2.           You will promptly provide us with access to personnel under your control whom we expressly state to be required by us or whom can be reasonably considered to be required to enable us to perform the Services.

 

4.              Intellectual Property Rights, Ownership and Use of Materials

 

4.1.           The Intellectual Property Rights in all materials provided, or otherwise generated during the course of carrying out the Services (including but not limited to methodology, software, know-how, working papers, reports, emails, letters and meeting notes), shall remain the property of BlueVoyant.

 

4.2.           You agree to keep confidential any know-how, methodologies or technology used by us to carry out the Services.

 

4.3.           We will retain ownership of the copyright in the work produced pursuant to the Agreement or in connection with the Services, whether oral or tangible, and the ownership of our working papers and all other associated materials.

 

5.              Confidentiality

 

5.1.           We will keep confidential all Client Information we receive as well as reports and other material produced by us as part of the Services unless:

 

5.1.1.        you instruct or authorize us to disclose such information or documents; or

 

5.1.2.        we are obliged to disclose such information or documents by law or in order to comply with any requirement of a regulatory body or any other governmental agency, authority or other body or court of competent jurisdiction, in which case we will comply with clause 6.1 below.

 

5.2.           You agree to keep confidential all information relating to our business and affairs (including the terms of the Agreement) that we provide to you in connection with the Services or otherwise and not to reproduce or distribute any report, letter, document or other material produced by us pursuant to or in connection with the Services and provided to you (in whatever form) unless:

 

5.2.1.        we authorize you in writing to disclose such information; or

 

5.2.2.        you are obliged to disclose such information by law or in order to comply with any requirement of a regulatory body or any other governmental agency, authority or other body or court of competent jurisdiction, in which case you will comply with Clause 6.2 below.

 

5.3.           You agree to allow BlueVoyant to identify you as a customer of the Services on its website and in other sales and marketing materials.

 

6.              Requests and Orders for information and Disclosure

 

6.1.           If we and/or any BlueVoyant Person and/or any BlueVoyant External Service Provider receive a request or a witness summons, subpoena or similar compulsory process or other request from a third-party, including a regulatory body or any other governmental agency, authority or other body or court of competent jurisdiction for disclosure of any information or materials relating to the Services (including Client Information), we will notify you as soon as practicably possible after we become aware of the same, unless we are prevented by law from so doing, and afford you an opportunity to contest such third-party actions.

 

6.2.           If you receive a request or a witness summons, subpoena or similar compulsory process or other request from a third-party, including a regulatory body or any other governmental agency, authority or other body or court of competent jurisdiction for disclosure of any information or materials relating to the Services, you will promptly notify us unless you are prevented by law from so doing and afford us an opportunity to contest such third-party actions.

 

6.3.           You agree that nothing herein shall prevent or prohibit us or any BlueVoyant Person or any BlueVoyant External Service Provider from complying with any order of a body or court of competent jurisdiction, or a government or other official acting within his actual or apparent authority, for the production of documents or the provision of information.

 

7.              Indemnity

 

7.1.           BlueVoyant agrees at its sole cost and expense to indemnify Client (and its directors, officers, affiliates, agents, representatives, and employees) against all claims, damages, liabilities, losses, judgments, settlements and costs (including reasonable attorneys’ fees, costs, and disbursements) arising out of or relating to this Agreement brought by third parties: (i) alleging BlueVoyant’s gross negligence or willful misconduct; (ii) alleging that services provided by BlueVoyant to Client in statements of work infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of any third party. 

 

7.2.           Client agrees at its sole cost and expense to indemnify BlueVoyant (and its directors, officers, affiliates, agents, representatives, and employees) against all claims, damages, liabilities, losses, judgments, settlements and costs (including reasonable attorneys’ fees, costs, and disbursements) arising out of or relating to this Agreement (including claims that result directly or indirectly from Client’s failure and/or alleged failure to comply with any and/or all applicable federal, state and local statute(s), rule(s), code(s) and regulation(s) (and case law implementing and/or interpreting same) relating in any way to the procurement and/or use of any Report or other service provided by BlueVoyant to Client), unless and to the extent that such claims result from an act of BlueVoyant in breach of this Agreement, or to BlueVoyant’s gross negligence or willful misconduct.

 

7.3.           The above duties to indemnify are contingent on the party seeking indemnification notifying the party from whom indemnification is sought without delay of any such claim allowing the indemnifying party to control the defense and settlement of any such claim and reasonably and reasonably cooperating (at the indemnifying party’s expense) with the indemnifying party in connection with the foregoing.

 

8.              Exemption and Limitation of Liability

 

8.1.           You agree that any conditions, warranties and other terms implied by statute or common law, which would or might subsist in your favor, are excluded from this Agreement to the fullest extent permitted by law.

 

8.2.           Neither we, nor any BlueVoyant External Service Provider, shall be responsible for any delay in the performance of the Services where such delay is beyond our control (including, but not limited to your failure to provide, in a timely manner, any information required for the purposes of providing the Services).

 

8.3.           Neither we, nor any BlueVoyant External Service Provider, shall be liable to you for any loss or damage suffered by you of any kind whatsoever arising from or in connection with the acts or omissions of any third-party, including but not limited to circumstances in which we have relied on information provided or published by third parties for the purposes of the provision the Services and such information is subsequently discovered by us to be inaccurate.

 

8.4.           Neither BlueVoyant nor any BlueVoyant External Service Provider will be liable under any negligence, tort, strict or professional liability, contract or other legal or equitable theory for any claims, liabilities, losses or expenses relating to the Services for: (a) an aggregate amount in excess of the fees actually paid by Client to BlueVoyant pursuant to this Agreement, except to the extent such liability is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from BlueVoyant’s gross negligence, fraud, or willful misconduct; (II) consequential, special, indirect, punitive or exemplary losses, damages or expenses, including without limitation damages for loss of data, loss of business profits, business interruption, costs of procurement of substitute goods, services, technology or rights, or other pecuniary loss; or (III) any matter beyond its reasonable control; in each case, even if BlueVoyant has been advised of the possibility of such damages

 

8.5.           You agree that no claim under or in connection with this Agreement and/or the Services shall be brought against us, any BlueVoyant Person or BlueVoyant External Service Provider after the expiration of two (2) years from the date on which your cause of actions accrues.

 

9.              Fees and Expenses

 

Details of our fees in respect of the Services are set out in the Portal.

 

10.            Order Acceptance and Payment

 

10.1.        You represent and warrant that you have the right to use any credit card or other means of payment that you provide to us.

 

10.2.        All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of the Agreement and may result in cancellation of your order.

 

10.3.        Prior to accepting an order we may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase.

 

10.4.        We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order.

 

10.5.        BlueVoyant may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.

 

10.6.        By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Services, as well as all applicable taxes.

 

10.7.        BlueVoyant reserves the right, including without prior notice, to limit the quantity of items purchased per person, or per order for any reason. We will attempt to notify you should such limits be applied. BlueVoyant also reserves the right, at our sole discretion, to prohibit sales to resellers. For purposes of the Agreement, “reselling” will be defined as purchasing or intending to purchase any Services from BlueVoyant for the purpose of engaging in a commercial sale of the same Services to a third party..

 

  1. Reliance and Third-Party Rights

 

11.1.        All information, reports, letters or other documents issued or supplied by us are provided solely for the use and benefit of you and only for the purpose of the Services for which they were obtained or prepared. They must not be used or relied on for any other purpose or disclosed by you, in whole or in part, to any other person without our prior written consent, to which we may attach conditions. No responsibility is accepted for any reliance placed on them, other than for the purpose for which they were prepared.

 

11.2.        Neither our advice nor any of the Services performed are intended, either expressly or by implication, to confer any benefit on any third-party and the liability of BlueVoyant and any BlueVoyant External Service Provider to any third-party is expressly disclaimed.

 

12.            Termination

 

12.1.        We may suspend the provision of Services where we consider that we have reasonable grounds to do so including but not limited to, failure by you to settle invoices in full on the due date, criminal conduct on your part, or persistent failure by you to provide documents, information, assistance or instructions requested.

12.2.        In the event of early termination of the Services, we will be entitled to payment of our fees, including expenses, disbursements and taxes, to the date of termination together with all costs, penalties and other expenses incurred by us arising out of or in connection with such early termination, unless the reason for termination is breach by us of any fundamental term of this Agreement.

 

12.3.        Where Services that are expressly stated in a SOW to be of a specified initial duration, is terminated by either party before the end of the specified initial period, we will also be entitled to payment of the fees that would have been due to us had the Services lasted for the specified initial period, unless the reason for termination is breach by us of any fundamental term of this Agreement.

 

12.4.        Expiration or termination of the Services, howsoever caused, shall be without prejudice to the rights, duties and liabilities of either party accrued prior to termination.

 

12.5.        Any clauses of this Agreement which expressly or by implication survive termination or expiration shall continue in full force and effect.

 

13.            Waiver

 

No failure or delay by us to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

14.            Assignment

 

Save as expressly set out in this Agreement, neither party may assign the benefit or delegate the burden of this Agreement without the prior written consent of the other party save that BlueVoyant reserves the right to engage, where it considers it to be necessary, BlueVoyant External Service Providers to assist with the performance of the Services. Neither party may hold this Agreement on trust for any other person.

 

15.            Full and Entire Agreement

 

15.1.        The Agreement and any agreed written variations thereto, along with the privacy and cookie policy linked on the Portal contain all the terms and conditions which we have agreed with you in relation to the Services and supersedes all prior representations, agreements (including any tender documentation or information) negotiations or understandings, whether oral or in writing.

 

15.2.        You agree and accept that no statement, promise or representation not repeated in the Agreement has induced or encouraged you to retain us.

 

15.3.        In the event of a conflict between these Standard Terms and Conditions and a Statement of Work, these Standard Terms and Conditions shall control.

 

16.            Severability

 

If any part of the Agreement, including these Terms and Conditions of Business, is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed and shall be ineffective but without affecting any other provision of this Agreement which shall remain in full force and effect.

 

17.            Settlement and Mediation

 

17.1.        If any dispute arises in connection with the Services, directors and/or other senior representatives of the parties with authority to settle the dispute will, within 30 days of a written request from one party to the other, meet in a good faith attempt to resolve the dispute.

 

19.2. If the dispute is not resolved at that meeting or the meeting does not take place within the prescribed time, the parties will attempt to settle the dispute by mediation and shall seek to agree to a mediator and timetable for mediation within 60 days of the written request for a meeting.

 

19.3. Provided that the right to initiate proceedings is not prejudiced by a delay, no party may commence any court proceedings until either the mediation has terminated or the parties have failed to agree to a mediator and timetable within the prescribed time.

 

18.            Governing Law and Jurisdiction

 

18.1.        This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with New York law.

 

[END OF BLUEVOYANT FORESIDE PURCHASE PORTAL TERMS AND CONDITIONS]