Master Services Agreement
This Master Service Agreement governs the use by Customer of the Corsearch Platform(s), Services, Report(s) and other deliverables identified in the relevant Order Form (each as defined below). Corsearch and Customer means the Corsearch entity and Customer entity identified in the relevant Order Form (each a “Party” and together the “Parties”).
BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) EXECUTING AN ORDER THAT REFERENCES THIS MASTER SERVICE AGREEMENT; OR (3) PROCEEDING TO USE THE SERVICES, CUSTOMER AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS MASTER SERVICE AGREEMENT, CUSTOMER MUST NOT USE THE SERVICES.
The following terms, when appearing with a capital letter, have the meaning set forth below:
“Affiliate” of a Party means any legal entity that directly or indirectly controls, is controlled by or is under common control with that Party. For the purpose of this definition, “control” means the power to direct, or to cause the direction of, through the ownership of voting securities, by contract or otherwise of more than 50% of the relevant legal entity.
“Agreement” means this Master Service Agreement and any other documents incorporated herein by reference.
“Confidential Information” means: (a) all information of a confidential nature concerning the trade secrets or business dealings, methods of business, customers, clients, suppliers, market information, transactions, plans or affairs of a Party, (b) any proprietary information developed by the Parties in the course of carrying out the Agreement, (c) any document or information marked “Confidential”, “Commercial in Confidence” or otherwise expressly designated as confidential, (d) in relation to Customer directly, all Customer Data stored, cached or otherwise contained within the Corsearch Platform(s), and/or (e) any information which by its nature the Recipient ought reasonably to conclude was confidential information of the other Party in all cases whether encrypted or not and including all copies of the above on any media (including electronic media) whatsoever.
“Corsearch Platform(s)” means the proprietary platform which Corsearch makes accessible to Users and any Enhancements or iterations of these platforms or new platforms.
“Customer Data” means any data provided by Customer to Corsearch for the purpose of conducting the Services.
“Data Protection Laws” means all data protection laws and regulations that are applicable to the processing of Personal Data under the Agreement.
“Discloser” means the Party disclosing Confidential Information to the other Party.
“Enhancement” means any update, upgrade, new version, modification, additions, developments, improvements or enhancement to the Corsearch Platform(s).
“Execution Date” means the last date of signature of the Master Service Agreement.
“Intellectual Property Rights” means any copyright, database right, design right, rights to inventions (whether or not patentable), patents, patent applications, know-how, trademarks, service marks, trade secrets and any rights similar or analogous to any of the foregoing, in each case: (a) whether arising by operation of law, registrable or registered; (b) whether now known or in the future created; (c) in each and every part of the world; (d) for the full term of such rights together with any extensions; (e) including (without limitation) all future rights where capable of present assignment; and (f) with the right to claim for past infringement.
“Losses” means all claims, actions, proceedings, costs (including reasonable legal fees), expenses, losses, damages (other than consequential damages) and liabilities.
“Order Form” means an order specifying the Services to be provided to Customer or its Affiliates and the terms relating to such Services.
“Personal Data” means personal data or personal information as defined in the relevant Data Protection Laws.
“Recipient” means the Party receiving Confidential Information from the other Party.
“Report” means any report created by Corsearch for Customer as part of the Services.
“Services” means all services to be performed by Corsearch as detailed in any SOW.
“Term” has the meaning given to it in Clause 10.1.
“Third Party Information” means information made available via the Corsearch Platform(s), Report(s), or Services 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.
“User” means those persons (whether personnel of Customer or its clients), who are authorized by Corsearch to access and use the Corsearch Platform(s).
2. The Services
2.1. Order Process Corsearch will provide Customer with the Services. During the Term, Customer and/or its Affiliates may subscribe for the Services with Corsearch and/or it’s Affiliates by entering into an Order Form. Each Order Form will set forth the start date of the Services, the end date, the fees payable, payment terms and any other terms to which the Parties may agree. Each Order Form incorporates the terms of the Agreement by reference and is deemed a part hereof.
2.2. Trials Corsearch may provide Customer with access to Services as part of a free or beta version trial (each a “Trial”). Any Trial will end at the earlier of: (a) the end date specified in the Order Form; (b) the start date of any Order Form for the same Services on a paid for basis; or (b) termination at Corsearch’s sole discretion at any time. Corsearch makes no commitments whatsoever with respect to the features, functionality, service levels, support or availability made available as part of a Trial and reserves the right to change such features and functionality at any time without notice and in its sole discretion.
3. License and Access
3.1. License to use the Corsearch Platform(s) During the Term and subject to payment of the fees under any Order Form, Corsearch grants to Customer and its Users a non-exclusive, non-transferable, non-sublicensable and worldwide license to access and use the Corsearch Platform(s), for Customer’s own business purposes in the manner contemplated by the Agreement.
3.2. Access to the Corsearch Platform(s) Customer will authorize new Users to the Corsearch Platform(s) following their registration and onboarding with Corsearch. Excluding Users, Customer shall not permit any third party to use the Services or Corsearch Platform(s) without the prior written consent of Corsearch.
3.3. License to the Report(s) Any Report provided is exclusively for Customer’s internal use only and Corsearch grants to Customer a perpetual limited license to redistribute the Report to its employees; clients and/or professional advisors, as necessary for such use.
3.4. Performance and Maintenance of Corsearch Platform(s) and Services
3.4.1 Corsearch shall ensure that in relation to the Corsearch Platform(s) and Services: (i) they are operated and performed in accordance with good industry standards; and (ii) it applies information security techniques, measures, tools and protection as are necessary and consistent with industry and compliance standards.
3.4.2 Corsearch may, upon at least seven (7) days’ prior written notice to Customer or with the prior consent of Customer on less than seven (7) days’ prior written notice, take down the Corsearch Platform(s) for scheduled maintenance, upgrades or new releases.
3.5. No Contingencies Customer agrees that its purchase of the Services is not contingent on the delivery of any future functionality of the Corsearch Platform(s) or features thereof, or dependent on any oral or written comments made by Corsearch regarding such future functionality or features.
3.6. Enhancements Corsearch may from time to time implement Enhancements to the Corsearch Platform(s).
3.7. Monitoring Customer acknowledges that Corsearch will monitor use of the Services for security, operational, improvement or performance purposes.
4. Customer Responsibilities
4.1. User Accounts Each User account is personal to each User and their credentials must be kept secure and confidential at all times. Customer acknowledges and agrees that Users are responsible for any failure to safeguard their accounts or allowing any third party to access the Corsearch Platform(s) through unauthorized use. Customer, and/or Users, agree to immediately notify Corsearch of any unauthorized use of their User account. Customer shall be fully responsible for the actions and omissions of its Users.
4.2 Restrictions In relation to the Corsearch Platform(s), Report(s) and Services Customer shall not do any of the following to the same:
4.2.1. permit access to, or make available to anyone other than as authorized in the Agreement, or permit multiple Users to access the Corsearch Platform(s) using shared accounts;
4.2.2. sell, resell, license, sublicense, distribute, make available, rent or lease in any manner whatsoever;
4.2.3. violate any law or regulation in connection with Customer’s use;
4.2.4. interfere with or disrupt the integrity or performance;
4.2.5. access or use to build, create or design a product or service competitive to Corsearch;
4.2.6. access or use to train an artificial intelligence or machine learning algorithm; and
4.2.7. use or instruct Corsearch to carry out the same in any manner that would negatively impacts Corsearch’s reputation or commitment to environmental, social and corporate governance.
4.2.8. Corsearch may suspend the access of any User account(s) that it reasonably believes are in breach of this Clause 4.2. Corsearch will provide prompt notice of such suspension and will restore access as soon as reasonably practicable following the remediation of the issue to Corsearch’s satisfaction. Corsearch will not be liable for any loss or damage as a result of such suspension.
4.3. Accuracy of Information Customer will be 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 Corsearch Platform(s) in connection with the Services, and (b) the consequences and accuracy of any instructions Customer may give to Corsearch. Customer is solely responsible for the creation of queries, selection of results and the accuracy and reliance on written instructions.
5. Intellectual Property Rights
5.1. Corsearch Property All Intellectual Property Rights in: (a) the Services (excluding Customer Data); (b) the Corsearch Platform(s) and (c) the Report(s) (excluding Customer Data) and (d) the know-how in relation to the Services, are all owned by Corsearch and its licensors from whom Corsearch has obtained the necessary rights to provide the Services under the Agreement. No Intellectual Property Rights are assigned or otherwise transferred to Customer.
5.2 Customer Property All Intellectual Property Rights in Customer Data are owned by Customer. Customer grants Corsearch an irrevocable, royalty-free, non-exclusive, sublicensable, worldwide license to: (a) use Customer Data and create derivative works from Customer Data to provide the Services; and (b) permit Corsearch’s Affiliates, subcontractors and service providers to use, copy, and create derivative works of, the Customer Data insofar as such Affiliates, subcontractors and service providers require to do so to fulfill Corsearch’s obligations under the Agreement, and in each of the foregoing instances including but not limited to displaying Customer Data to Users. Customer warrants that: (i) no Customer Data infringes on any Intellectual Property Rights of any third party; and (ii) it has the necessary rights, permissions and consents to submit Customer Data to the Corsearch Platform(s) and grant Corsearch the right to use Customer Data to provide the Services.
5.3 Feedback Customer grants Corsearch a perpetual, irrevocable, royalty-free, exclusive and sublicensable worldwide license to use and incorporate into the Services any Feedback that Customer provides to Corsearch, such Feedback will not be considered Customer Data or Confidential Information and Corsearch has the right to exploit the Feedback in any way without compensation.
5.4 Logo Usage Nothing in the Agreement gives either Party the right to use any of the other Party’s trade names, trademarks, service marks, logos, or domain names, without the consent of the other Party.
6. Financial and Payment Terms
6.1. Fees Customer will pay all fees specified in the respective Order Forms and fees are based on Services purchased and not actual usage. All payment obligations are non-cancellable and fees paid are non-refundable, quantities purchased cannot be decreased during the Order Form Term.
6.2. Invoicing and payment
6.2.1 Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date.
6.2.2 Customer is responsible for providing complete and accurate billing and contact information to Corsearch and notifying Corsearch of any changes to such information.
6.2.3 If Customer uses a service for invoice submission which charges a processing, submission or related administration fee to Corsearch, Corsearch will charge back this fee to Customer on the subsequent Corsearch invoice processed.
6.2.4 All payments under the Agreement shall be made in the currency reflected on the invoice or as stated in the Order Form.
6.2.5 If Customer has any issue or dispute regarding an invoice it must report the issue to Corsearch in writing within ten (10) business days. All undisputed portions of invoices must be paid on time while the Parties work in good faith to resolve any issues or disputes as soon as possible.
6.2.6 In the event of any non-payment of the fees due under the Agreement and with Corsearch having provided written notice of non-payment to Customer, Corsearch may after thirty (30) days of non-payment suspend the Services and suspend access of Customer and any Users to the Corsearch Platform(s) until such time full payment has been made.
6.2.7 If any invoiced amount is not received by Corsearch by the due date as provided in Clause 6.2.1 above, then without limiting Corsearch’s rights or remedies, (a) late charges may accrue at the interest rate of 1.5% of the outstanding amount due per month or the maximum rate permitted by law, whichever is higher, and/or (b) Corsearch may condition future renewals and Order Form on payment terms shorter than those specified above.
6.3. Payment and collection of applicable taxes All fees set forth in the Agreement are exclusive of applicable taxes and duties, including any taxes or VAT and/or applicable sales or use tax. Customer will provide Corsearch with any information Corsearch may reasonably request in order to determine whether Corsearch is obligated to collect VAT, sales or use tax from Customer, including Customer’s VAT or taxpayer identification number, as well as tax exemption certificate or comparable documents, if applicable.
7.1. General Disclaimer THE CORSEARCH PLATFORM(S), REPORT(S) AND SERVICES ARE PROVIDED BY CORSEARCH TO 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 CORSEARCH PLATFORM(S), REPORT(S) AND SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR CORRECTNESS. ACCESS TO THE CORSEARCH PLATFORM(S) AND SERVICES PROVIDED FREE OF CHARGE, INCLUDING AS PART OF A TRIAL, IF ANY, ARE PROVIDED “AS IS,” AND EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
7.2. Third Party Information Corsearch does not verify the accuracy of Third Party Information and does not accept any liability for any unavailability of or for errors or omissions. Customer is responsible for reviewing and confirming the content of Third Party Information. If Customer accesses any third party public website through the Services and/or through the Corsearch Platform(s), Customer must agree to the third-party’s user or access agreement posted on those sites and is wholly responsible for ensuring compliance with such terms.
7.3. No Legal or Professional Advice. Corsearch is not a law firm and is not providing legal advice as part of the Services. It is the responsibility of Customer to obtain necessary legal counsel on any information retrieved from the Corsearch Platform(s), Report(s) or Services. Any liability related to the content or preparation of a Report is limited to the refund of the fees for the Report paid by Customer.
8.1. Corsearch Indemnity Corsearch agrees to indemnify and defend Customer from and against all Losses arising from any claim by a third party that the use of the Services in accordance with the Agreement infringes such third party’s Intellectual Property Rights.
8.2. Customer Indemnity Customer agrees to indemnify and defend Corsearch from and against Losses arising from any claim by a third party relating to: (a) Customer’s breach of Clause 4.2 or Customer infringing a third party’s Intellectual Property Rights as part of its use of the Corsearch Platform(s) or Services; (b) Corsearch reporting or taking actions instructed by Customer, and/or under its authorization; (c) Customer independently using data from the Corsearch Platform(s) or any Report and/or taking action independently with Corsearch Platform(s).
8.3. Conduct of Claims Any claim for indemnification requires that (a) the Party seeking indemnification gives prompt written notice of the claim and reasonable cooperation, information, and assistance, and (b) the indemnifying Party retains sole control and authority to defend, settle or compromise such claim, provided that: (i) the indemnified Party, at its own cost reserves the right to retain separate counsel and participate in the defense; (ii) any settlement that affects the rights or reputation of the indemnified Party requires that Party’s prior written consent which is not to be unreasonably withheld or delayed, and (iii) the indemnifying Party may not settle any claim against the indemnified Party unless it unconditionally releases the indemnified Party from all liability.
9.1. Exclusions Nothing in the Agreement shall limit or exclude either Party’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
9.2. Consequential Damages Neither Party shall be liable to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the Agreement for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss or damage to goodwill or reputation; and any indirect or consequential loss.
9.3. Limitation of Liability Except in relation to its liability arising from: (a) Clauses 8 (Indemnity); (b) Clause 11 (Confidentiality); (c) fees owing to Corsearch; (d) a breach by Customer of Clause 4.2; and (e) any subpoenas, legal orders, demands or requests for information, each Party’s aggregate liability under the Agreement shall be limited to amounts actually paid or payable by Customer to Corsearch under the Agreement during the twelve (12) months immediately preceding the event that gives rise to such liability.
10. Term and Termination
10.1. Term The Agreement commences on the Execution Date and shall continue until all Order Forms have expired or have been terminated. The Term for each Service will be set forth in a Order Form for that Service.
10.2 Termination Either Party may terminate the Agreement for cause: (a) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such 30 day period, or (b) immediately if the other Party becomes the subject of a petition of bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3. Refund or Payment upon Termination Termination does not relieve Customer of its obligation to pay fees payable to Corsearch prior to the effective date of termination.
10.4. Consequences of termination Upon termination of the Agreement howsoever arising:
10.4.1 within 30 days of the termination date the Recipient shall upon written request return to the Discloser (or destroy, at the election of the Discloser) such Confidential Information belonging to, or disclosed by, the Discloser in the Recipient’s possession or under its control;
10.4.2 within 30 days of the termination date Customer may, where possible, download the Customer Data or request in writing that Corsearch return the Customer Data to them and in both instances where any third party hosting charges are incurred they will be payable by the Customer and Corsearch may, if the return requires more than one business day of support from Corsearch, charge an additional reasonable fee for such assistance which will be agreed with the Customer in advance.; and
10.4.3 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement including the following clauses shall remain in full force and effect: Clause 2.2 (Trials), Clause 4 (Customer Responsibilities), Clause 5.3 (Feedback), Clause 6 (Financial and Payment Terms), Clause 7 (Disclaimer), Clause 9 (Liability), Clause 11 (Confidentiality), Clause 12 (Data Protection), Clause 13 (Subpoenas, Legal Orders, Demands or Requests for Information), Clause 14.9 (Export Compliance) and Clause 14.15 (Governing Law).
11.1 Obligation Recipient shall keep any Confidential Information from or belonging to Discloser confidential using measures in accordance with good industry practice and will not disclose such Confidential Information to anyone except its employees and its Affiliates employees or full-time contractors bound by confidentiality obligations as is necessary for the provision of Services.
11.2 Exclusions Confidential Information shall not include information: (a) which is or becomes or is in public domain, without any fault of the Recipient; (b) which was rightfully in the Recipient’s possession at the time of disclosure by the Discloser; (c) which is disclosed to the Recipient by a third party or third party source without any obligations of confidentiality after the time of disclosure by the Discloser; or (d) which the Recipient can show, by documentary or competent evidence, to have been developed independently by the Recipient without using Confidential Information of the Discloser.
11.3 Permitted Disclosure Notwithstanding the foregoing, Recipient may disclose Confidential Information of the Discloser to the extent required by a court of competent jurisdiction or other applicable governmental authority or as required by applicable law, provided that (insofar as legally permissible) Recipient uses reasonable efforts to notify the Discloser in advance of such disclosure so as to permit Recipient to request confidential treatment or a protective order prior to such disclosure. For the avoidance of doubt, disclosure of Confidential Information arising out of a security incident or data breach does not constitute a breach of either party’s obligations under this Clause 11.
12. Data Protection Each Party shall comply with the provisions of the Data Protection Laws. If Corsearch processes Personal Data on behalf of Customer, each Party will comply with the terms of the Data Protection Agreement (“DPA”), as applicable, in relation to the processing of Personal Data.
13. Subpoenas, Legal Orders, Demands or Requests for Information If Corsearch receives a valid search warrant, subpoena, legal order, demand or other request for information related to Customer, User, Customer Data or Reports Corsearch shall comply with any such request provided that Corsearch, to the extent permitted by applicable law: (a) promptly notifies Customer of such request; (b) consults with Customer regarding Corsearch’s response; (c) cooperates with Customer’s reasonable requests, at Customer’s expense, in connection with efforts by Customer to intervene, quash or modify the request; and (d) upon request, provide Customer with a copy of Corsearch’s response.
14.1 Severability Any term or provision of the Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
14.2 Waivers No failure or delay by a Party in exercising its rights or remedies, either in full or part, operates as a waiver unless made by specific written notice which shall not apply to prior or subsequent matters unless specified.
14.3. Independent contractors The Parties are independent contractors and nothing in the Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties.
14.4. Third Party Rights Save as to the express rights of any Affiliates under a Order Form, the Parties do not intend to establish any third party rights through the execution of the Agreement. Any such third party rights possible under applicable law are hereby expressly excluded.
14.5. Counterparts The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
14.6. Counterparts The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
14.7. Amendments Any amendment to the Agreement shall only be effective if in writing signed by an officer or other duly authorized representative of each of the Parties.
14.8. Assignment Neither Party may assign or transfer any of its rights or obligations under the Agreement or otherwise dispose of the Agreement without the prior written consent of the other Party, except as otherwise provided for in the Agreement, and to not be unreasonably withheld. Notwithstanding the above, each Party shall be entitled to assign or transfer the Agreement to an Affiliate, or to assign or transfer the Agreement in connection with a change of control, merger, or sale of all or substantially all of its assets.
14.9. Export Compliance The Services, other Corsearch technology, and derivatives thereof may be subject to export laws and regulations of the U.S., UK, the Netherlands and all other relevant jurisdictions. Each Party represents that it is not named on any applicable government denied-party list including OFAC. Customer will not permit any User or user of the Services to access or use any Service in a U.S.-embargoed or otherwise restricted country or region or in violation of any applicable export law or regulation.
14.10. Compliance The Parties will comply with all laws applicable to the performance of their respective obligations under the Agreement, including but not limited to regulations relating to anti-slavery, anti-bribery and anti-corruption. If a Party learns of any violation of this Clause, they shall promptly notify the other Party.
14.11. Force Majeure Neither Party shall be liable for any delay or failure to carry out its obligations under the Agreement caused by force majeure, provided that it promptly gives written notice of the occurrence of the force majeure relied on to the other Party and it uses reasonable endeavours to remove or avoid such force majeure as promptly as practicable.
14.12. Notices Any notice under the Agreement will be in writing in the name or on behalf of the Party giving it. Notices may be sent by e-mail or registered mail, marked for the attention of the authorized representative of Customer and, in the case of Corsearch, for the attention of the Legal Department of Corsearch, or to such other address as such Party may specify to the other Party in writing from time to time. An email notice to Corsearch should be sent to [email protected] and to Customer should be sent to the email address provided in the relevant Order Form. A registered mail notice should be sent to the address specified in the relevant Order Form. Notices will be deemed to have been given at the time of delivery.
14.13. Sub-contracting Corsearch may sub-contract its obligations as is necessary to fulfil the Services provided that Corsearch remains liable for any actions or omissions by any sub-contractors it employs.
14.14. Entire Agreement The Agreement, with the applicable subsequent Order Form(s) and any product/service specific terms referenced, as updated by Corsearch from time to time, sets out the entire Agreement and understanding between the Parties and supersedes any previous Agreement between the Parties relating to its subject matter. Unless otherwise expressly agreed in writing, any terms Customer applies from correspondence or elsewhere, or implied by trade, custom or course of dealing or purchase order or RFP terms are excluded.
14.15. Governing Law and Disputes The Agreement shall be governed by and interpreted in accordance with the laws of: (a) England and Wales, if Customer is located in the United Kingdom, with proceedings to take place in London, England; (b) the Netherlands, if Customer is located in the European Economic Area (EEA), with proceedings to take place in Amsterdam, Netherlands; or (c) New York, New York, if Customer is located outside of United Kingdom or EEA, with proceedings to take place in Southern District of New York. The parties agree to enter into good faith negotiations to settle any dispute prior to beginning any litigation.