SUBSCRIPTION TERMS AND CONDITIONS
Updated May 11, 2018
All of our online and print subscriptions, including any combined purchase of these products: JOC.com Annual, JOC.com Monthly, JOC.com and Magazine (The Journal of Commerce), and JOC Memberships are subject to the following terms and conditions.
When you purchase a product, the price will be made clear during the order process. You agree to pay the price that is stated at the time of your order. Prices are exclusive of taxes, which will be charged separately as applicable.
“Client” means the person, firm or company or any other entity that orders the Products from JOC.
“Delivery Point” where applicable, means the location as defined in the Order Confirmation where delivery of the Products is deemed to take place.
“Fees” means the money due and owing to JOC for Products supplied including any order processing charge and as set forth in the Order Confirmation. Fees are exclusive of taxes, which will be charged separately to the Client.
“Products” means any publication supplied to the Client in physical or electronic media, more specifically mentioned in the Order Confirmation.
“Order Confirmation” means the order form or confirmation email which JOC sends to the Client to confirm that JOC has accepted the Client’s order and which identifies the name of the Client, Product(s) being supplied, delivery information, media of supply, Fees, term and any terms or conditions unique to the particular Product to be supplied hereunder. Only on JOC sending the Order Confirmation will JOC and the Client be entering into a binding contract.
2.) Client will pay JOC the Fees as set forth in the Order Confirmation within 30 days from the date of the Order Confirmation. Any payments not received by JOC when due will be considered past due, and JOC may choose to accrue interest at the rate of five percent (5%) above the European Central Bank ”Marginal lending facility” rate. Client has no right of set-off. Client will pay all the value-added, sales, use, import duties, customs or other taxes where applicable. Fees are non-refundable. JOC may request payment of the Fees before shipping the Products, if applicable. JOC reserves the right to modify the fees, after the expiry of the initial 12 month subscription period anytime by providing at least 45 days prior notice to the Client; provided such change will occur no more than once in any 12 month period.
3.) JOC grants to Client a nonexclusive, nontransferable license to use the Products for its internal business use only and for the limited number of authorized users stated in the Order Confirmation, if applicable. Client may not copy, distribute, republish, transfer, sell, license, lease, give, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others, store in any retrieval system of any nature, create a database or create derivative works from the Product or any portion thereof, except as specifically authorized herein.
4.) The initial term of any Product subscription commences on the start date as stated in the Order Confirmation and continues for the term identified in the Order Confirmation. The initial term will automatically renew for successive renewal terms of identical length, unless noted otherwise in the Order Confirmation, and next payment of Fees will also be automatically collected, unless either party provides the other with written notice of its intent not to renew at least 24 hours prior to the end of the initial or any renewal term. Either party may terminate a Product subscription during the term only if the other party commits a material breach under these terms and conditions and fails to remedy such breach within thirty (30) days of written notice thereof. Otherwise, Client may not terminate a Product subscription during the term.
5.) Client must not remove any proprietary legends or markings, including copyright notices, or any JOC-specific markings on the Products. Client acknowledges that all data, material and information contained in the Products are the copyright property and confidential information of JOC or its third party providers and are protected and that no rights in any of the data, material and information are transferred to Client. Client will take any and all actions that may reasonably be required by JOC to protect such proprietary rights. No part of the publication may be reproduced or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, or be stored in any retrieval system of any nature, without prior written permission of JOC. Any unauthorized use may give rise to JOC bringing proceedings for copyright and/or database right infringement against the Client claiming an injunction, damages and costs.
6.) Any dates specified in the Order Confirmation for delivery of the Products are intended to be an estimated time for delivery only and shall not be of the essence. JOC shall not be liable for any delay in the delivery of the Products. Unless otherwise agreed by the parties, packing and carriage charges are not included in the Fees and will be charged separately. Hard-copy Products will be dispatched and delivered to the Delivery Point as per Client’s preferred method of delivery and as agreed by JOC. If special arrangements are required, then JOC reserves the right to additional charges. Except as provided hereunder, for all Products supplied hereunder, delivery is deemed to occur and risk of loss passes either upon Client taking the possession of Products or upon delivery of the Products at the Delivery Point, whichever occurs first.
7.) If for any reason JOC is unable to deliver the Products on time due to Client’s failure to provide appropriate instructions, documents or authorizations etc.; (i) any risk in the Products will pass to the Client; (ii) the Products will be deemed to have been delivered; and (iii) JOC may store the Products until delivery, whereupon the Client will be liable for all related costs and expenses.
8.) Except as otherwise required by law, Client will not be entitled to object or to return or reject the Products or any part thereof unless the Products are damaged in transit. JOC’s sole obligation and Clients’ exclusive remedy for any claim with respect to such damaged Products will be to replace the damaged Products without any charge. No returns will be accepted by JOC without prior agreement and a returns number issued by JOC to accompany the Products to be returned. If the Products are so damaged, the entire packaging must be returned together with the Products within ten (10) days of delivery. All return shipments are at the Client’s risk and expense.
9.) License rights to the Products will not pass to Client until JOC has received in full all sums due to it in respect of: (i) Fees; and (ii) all other sums which are or which become due to JOC from Client on any account. Until such rights have passed to Client, the Client will: (i) hold the Products in a fiduciary capacity; (ii) store the Products (at no cost to JOC) in such a way that they remain readily identifiable as JOC property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and (iv) maintain the Products in satisfactory condition and keep them insured on JOC’ behalf for their full price against all risks to the reasonable satisfaction of JOC.
10.) The quantity of any consignment of Products as recorded by JOC on dispatch from JOC’ place of business shall be conclusive evidence of the quantity received by the Client on delivery unless Client can provide conclusive evidence proving otherwise. JOC shall not be liable for any non-delivery of the Products (even if caused by JOC’ negligence) unless Client provides conformed claims to JOC of the non-delivery. Any such conformed claim for non-receipt of the Products must be made in writing, quoting the account and Order Confirmation number to the JOC’ Customer Service Department, within thirty (30) days of the estimated date of delivery as stated in the Order Confirmation.
11.) The Products supplied herein are provided “AS IS” and “AS AVAILABLE”. JOC does not warrant the completeness or accuracy of the data, material, third party advertisements or information as contained in the Product or that it will satisfy Client’s requirements. JOC disclaims all other express or implied warranties, conditions and other terms, whether statutory, arising from course of dealing, or otherwise, including without limitation terms as to quality, merchantability, fitness for a particular purpose and noninfringement. To the extent permitted by law, JOC shall not be liable for any errors or omissions or any loss, damage or expense incurred by reliance on information, third party advertisements or any statement contained in the Products. Client assumes all risk in using the results of the Product(s). JOC is not responsible for any error, omission or inaccuracy in any advertisement supplied with a Product. JOC will not be liable for any damages arising from any use of products or services or any actions or omissions taken in reliance on information or any statement contained in advertising material. Inclusion of any advertisement is not intended to endorse any views expressed, nor products or services offered, nor the organizations sponsoring the advertisement.
12.) In the event of breach of any of the provisions of these terms and conditions by JOC, JOC’ total aggregate liability for any damages/losses incurred by the Client arising out of such breach shall not exceed at any time the Fees paid for the Product which is the subject matter of the claim. In no event shall JOC be liable for any indirect, special or consequential damages of any kind or nature whatsoever suffered by the Client including, without limitation, lost profits or any other economic loss arising out of or related to the subject matter of these terms and conditions. However, nothing in these terms and conditions shall limit or exclude JOC’ liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any breach of compelling consumer protection or other laws.
13.) Client represents and warrants that it will not directly or indirectly engage in any acts that would constitute a violation of United States laws or regulations governing the export of United States products and technology.
14.)The parties will comply with all applicable country laws relating to anti-corruption and anti-bribery, including the US Foreign Corrupt Practices Act. The parties represent and affirm that no bribes or corrupt actions have or will be offered, given, received or performed in relation to the procurement or performance of these terms and conditions. For the purposes of this clause, “bribes or corrupt actions” means any payment, gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under the applicable country laws.
15.) All Products supplied herein are subject to these terms and conditions only, to the exclusion of any other terms which would otherwise be implied by trade, custom, practice or course of dealing. Nothing contained in any Client-issued purchase order, acknowledgement, terms and conditions or invoice will in any way modify or add any additional terms to these terms and conditions. JOC reserves the right to amend these terms and conditions from time to time.
16.) These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of New York and shall be subject to the exclusive jurisdiction of the New York courts.