Subscription Agreement

Premium Subscription Agreement


This Premium Subscription Agreement (“Subscription Agreement”) is made between Sanctions Inc., and you, as a Premium Subscriber or Corporate Subscriber to Sanctions Inc.’s Services. It sets forth the terms and conditions on which we agree to make available, and you agree to access and use, the Services, including services and content available only to our Premium and Corporate Subscribers (“Premium Services”). In addition to this Agreement, you also remain bound by Sanctions Inc.’s Terms of Use, which are incorporated to this document by reference as though fully set forth herein. In the case of Premium and Corporate Subscribers, this Subscription Agreement shall govern in the event of any conflict or discrepancy between the Terms of Use and the Subscription Agreement.


DEFINITIONS 


Capitalized terms not defined herein shall have the same meaning as set forth in Sanctions Inc.’s Terms of Use.


1. PREMIUM AND CORPORATE USE


1.1 Users with Subscription Agreements may be Premium Subscribers or Corporate Subscribers (each a “Premium Account” holder). Both Premium Subscribers and Corporate Subscribers will be governed by this Subscription Agreement, with each type of subscriber able to access the levels of data associated with the corresponding subscription type.

1.2 Premium Subscriber. A Premium Subscriber holds a Premium Subscription account for a single individual User, which allows the User to access Premium Services. The individual User must register for a Premium Subscription with a Valid Email and pay the Fee for a Premium Subscriber. A User accessing the Services through a valid Premium Subscription is a “Premium User.”

1.3 Corporate Subscriber. A Corporate Subscriber holds a Premium Subscription account for an entity, which allows a specified number of employees of that entity to access Premium Services. The entity must register for a Corporate Subscription with a Valid Email and pay the Fee for a Corporate Subscriber. One set of administrative credentials will be assigned to the entity upon registration for a Corporate Subscription. In addition to the entity’s registration, each individual designated User on the Corporate Subscription account will be required to supply us with a Valid Email. All email addresses on the Corporate Subscription account must have the same corporate extension (e.g. “@nameofentity.com”). A User accessing the Services through a valid Corporate Subscription is a “Corporate User.” Corporate Users and Premium Users may, at times, be collectively referred to as simply “Premium Users.” 

1.4 Sanctions Inc. reserves full discretion to accept or deny any application for a Premium Account. If your application is denied, your credit card will not be charged.

1.5 Premium Accounts may be used only by and for the benefit of the person or persons registered for such Premium Account. Under no circumstances may a Premium or Corporate User allow a third-party to access the Services using that User’s credentials.

1.6 Sanctions Inc. will provide each Premium User or individual Corporate User with a User ID and password to enable access to the Premium Services. You (and, in the case of Corporate Subscribers, both the Corporate Subscriber and each individual Corporate User) must ensure that such User ID and password are kept confidential and not shared with any third party. You understand and agree that you will be held responsible for any access or use of the Services, Materials, or Website using such User ID and password. 

1.7 We reserve the right to disable your User ID and password at any time, in our sole discretion, without notice or explanation. This suspension is in addition to all other legal remedies available to us. Your sole remedy for such disabled access, and only in cases where it is determined that such access was disabled without a breach, or threatened breach, by You of this Agreement or the Terms of Use, is an account credit for access to the Premium Services for the amount of time access to your Premium Account was disabled. 


2. FEES/PAYMENT/RENEWAL TERMS


2.1 Subscription Terms are quarterly (i.e. renew and expire in three-month intervals).

2.2 Premium Account Fees include a one-time, non-refundable signup fee plus a recurring fee, payable quarterly, each of which is quoted in the applicable Order Form. Premium Account holders may contact [email protected] for further Fee information. All Premium and Corporate Subscribers receive unlimited access to Premium Services for the number of Users associated with the related Subscription type.

2.3 Quoted Subscription Fees include a quarterly fee and a one-time, non-refundable signup fee payable at the time of registration. For Subscribers paying by credit card, the monthly fee will thereafter be charged on the first business day of each third month subsequent to the initial registration. Where a credit card is not available, an invoice can be raised upon request and payment can be made via automatic bank transfer. Invoice-based payments must include the signup fee and the first quarterly payment. All recurring invoice-based fees will thereafter be payable, in advance, once every three months. Fees must be paid in full in order to receive access to Premium Services. Premium Account holders should expect that credentials to access Premium Accounts will be disabled without notice if fees are unpaid when due.  

2.4 Quoted Subscription Fees are exclusive of any applicable federal, state, municipal or other taxes or duties, including VAT and GST (collectively, “Applicable Taxes”), unless otherwise specified. Your ability to access the Premium Services begins on the date on which you pay the Subscription Fee and Applicable Taxes (if any), and continues on a quarterly basis, depending on the designated payment method. Unless you advise otherwise in accordance with the cancellation procedure described in Section 4.1, we will automatically renew your access to the Premium Services by charging the applicable Fee plus any Applicable Taxes to the payment method you provided to us.

2.5 Sanctions Inc. reserves the right to change the Fees at any time upon notice to the Premium Account holder. Such new Fees will take effect in the next quarterly billing cycle for the Premium Account holder, except that recurring fees quarterly will not increase for any Subscriber until one year subsequent to the Subscriber’s payment of the initial one-time signup fee.

2.6 Your purchase may be subject to foreign exchange fees or differences in prices due to credit card or bank fees.

2.7 Subscribers paying by credit card will automatically have their Subscriptions renewed on a quarterly basis via a charge to the credit card provided at registration. To avoid interruptions to the Services and to facilitate easy payment for new Services, credit card paying Subscribers authorize Company to store and continue billing the credit card provided for quarterly renewals and any additional authorized Services. Credit card paying Subscribers are required to maintain a valid credit card associated with their accounts and to immediately update their accounts when such credit card information changes.


3. ADDITIONAL TERMS FOR CORPORATE ACCOUNTS


3.1 Each Corporate User of a particular Corporate Subscriber must provide a Valid Email with the same extension/domain. For example: [email protected][email protected].

3.2 Unless otherwise agreed in an applicable Order Form, each Corporate Subscriber is allowed a maximum of five Users. Corporate Subscribers will be supplied with one set of User credentials upon initial registration and will have the ability to designate four additional Users, each of which will have separate User IDs and passwords.

3.3 Each Corporate Subscriber must designate an account manager (“Account Manager”) at registration who will be responsible for managing all Users under the Corporate Subscriber’s account. Specifically, it is the Account Manager’s responsibility to ensure User information is entered and maintained correctly, to manage User access and maintain up-to-date User credentials, and to inform designated Users of their obligation to comply with the terms of this Agreement and Sanctions Inc.’s Terms of Use.

3.4 Sanctions Inc. reserves the right to terminate or suspend a Corporate Subscriber’s entire account if any individual User under such account breaches the obligations of this Agreement or the Terms of Use. 


4. NON-RENEWAL/ CANCELLATION


4.1 All subscriptions are non-refundable through the then-current Subscription Term and there are no refunds or credits for cancellation or for partially used periods. Premium Account holders may cancel their subscription by emailing a cancellation request to [email protected] at least five working days before expiration of the then-current Subscription Term.

4.2 Cancellation will end billing and remove your access to Premium Services at the end of your then-current Subscription Term.


5. RIGHTS OF USE/LIMITATIONS ON USE 


5.1 As a Premium or Corporate User, you acknowledge and agree that the terms and conditions of your use of all Services, including Premium Services and Materials, remain governed by the Terms of Use in addition to this Agreement. 

5.1.1 Users are granted a nonexclusive, nontransferable, limited license to access the Services and Materials made available to the particular class of User. Unless otherwise authorized, a User is only permitted to use the Services and Materials for its own internal research purposes. 

5.1.2 A User may copy portions of the Materials into the User’s own internal analyses, presentations, documents or similar forms of work or research material if, and only if, the sole use of such work or research material is for User’s internal purposes (e.g., a Corporate User may use such materials in internal employee training sessions), and not for any external audience or purpose.  

5.1.3 Under no circumstances may a User publish or distribute any Materials, or otherwise use any Website content, to or for the benefit of any third parties, except as specifically set forth in Paragraph 5.1.4.

5.1.4 Subject to any contrary direction by Sanctions Inc., Users may display a de minimis amount of Unpaid Content on an incidental, infrequent basis for non-commercial purposes, including the display of Unpaid Content on blogs, social media platforms, and other strictly non-commercial websites, but only provided that (a) such published Unpaid Content is directly linked to our Website using the provided HTML code in an unaltered, unmodified, and functional state, and (b) you will immediately comply with any request by us to remove any display of such Unpaid Content (such request may be made by us at any time for any reason, in our full discretion) and (c) you cite www.sanctions.org as the source of the content. Without limiting the foregoing, User agrees not to display such Unpaid Content, or any link to the Website, on any website which contains any content which is illegal, infringes any rights (such as intellectual property rights) of any third party, or contains any pornographic or adult content.

5.1.5 You may not use the Services or Materials for any illegal purpose or in any manner inconsistent with this Agreement or any applicable laws. Your use of the Services and Materials must comply with all applicable laws, rules, or regulations, and you may not use the information included in the Services or Materials for any purpose prohibited by applicable law, including but not limited to the U.S. Fair Credit Reporting Act, applicable data privacy laws, or any other applicable law, statute or regulation.

5.1.6 You may not use the Services or Materials for any inappropriate, defamatory, infringing, obscene, or unlawful purpose, or in any way that violates any applicable intellectual property, proprietary, privacy, or publicity rights. You may not use the Services or Materials in any way that causes, or may cause, damage to the Website or impairment of the availability of the Services. 

5.1.7 You may not use the Services or Materials in any fashion that infringes our goodwill, our intellectual property rights, and/or our proprietary interests, or those of any third party.  

5.2 Sanctions Inc. reserves the right to suspend, block or limit access to the Services or Materials by any User, on a temporary or permanent basis, at any time, in our sole discretion, without notice or explanation, including but not limited to in the case of any suspected violation of any terms of this Agreement or of Sanctions Inc’s Terms of Use. Your sole remedy for such disabled access, and only in cases where it is determined that such access was disabled without a breach, or threatened breach, by You of this Agreement, or the Terms of Use, is an account credit for access to the Premium Services for the amount of time access to your Premium Account was disabled. 


6. LIMITATION OF LIABILITY/NO WARRANTY/INDEMNITY BY USER 


6.1 Neither Sanctions Inc. (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of Sanctions Inc.), nor any third party supplier of Materials (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of such party) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services or Materials, (b) the unavailability or interruption of the Services or Materials, (c) any damage or loss incurred in connection with the use of the Services or Materials by any User , (d) the loss or corruption of any data or equipment in connection with the Services, (e) the content, accuracy, or completeness of any Materials or other Website content, or (f) any content retrieved from the Internet even if retrieved or linked to from within the Website or Services.

6.2 The information provided through the Services is made available for general informational purposes and is solely intended as informal guidance for the User; it is not a determination of legal rights or responsibilities under the law under any circumstances. The application and impact of laws can vary widely depending upon the specific facts involved. Given the changing nature of laws, rules, and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in the Services or Materials. Accordingly, by using the Services, you agree and acknowledge that the Services do not constitute legal or other professional advice. The Services should not be used as a substitute for consultation with an attorney or other competent professional adviser. While we make considerable efforts to ensure that the information provided through the Services is obtained from reliable sources, the Company does not endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made on or through the Services (including those contained in the discussion forum, linked websites, articles, or other materials). Sanctions Inc. is not engaged in the practice of law and nothing contained in, transmitted through, or received from the Services shall create an attorney-client relationship with Sanctions, Inc. or any of its affiliates or employees. Your use of Materials provided through the Services or any content linked to or from the Services is at your own risk.

6.3  DISCLAIMER. THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS OR POSTINGS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE SERVICES, (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF0, CONTENT, MATERIALS, OR POSTINGS, INCLUDING, BUT NOT LIMITED TO, TECHNICAL, LEGAL, OR INFORMATIONAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, OR ANY PORTION THEREOF, (E) YOUR USE OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS. WE ALSO ASSUME NO RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR ANY DAMAGES OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM OR RELATED TO ACCESS TO OR USE OF THE SERVICES OR THE DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM OR THROUGH THE SERVICES.

6.4. LIMITATION OF LIABILITY. WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, POSTINGS, OR ANY PORTION THEREOF, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH THE SERVICES, OR ANY THIRD PARTY COMMUNICATIONS. COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, POSTINGS, OR ANY THIRD PARTY COMMUNICATIONS. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PROVIDER'S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES COMPANY HAS COLLECTED FROM YOU IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE PRECEDING 12 MONTH PERIOD.

6.5 Without prejudice to the generality of the foregoing, we do not warrant that access to the Services will be constantly available, uninterrupted or error-free, or that the Services and/or any server from which the Services are made available, are free of viruses or other harmful components, and you acknowledge and agree that provision of the Services is dependent upon the proper and effective functioning of internet access and other third party equipment, for which we will not be responsible in any way.

6.6 Under no circumstances, including but not limited to negligence, shall Sanctions Inc. be held liable to any User for any special, direct, indirect, incidental, exemplary; punitive, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with the use of or inability to use the Services, any interactive components thereof, content, Materials, Postings, or any third party communications. 

6.7 Nothing in this section is intended to exclude or limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation by us, or for any other liability which cannot be excluded or limited by law. 

6.8 User agrees, at its own expense, to indemnify, defend and hold harmless Sanctions Inc., its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with your use of the Services, Materials, or any third party content directly or indirectly accessed through the Services, including, but not limited to: (i) third-party claims arising out of or related to use of the Services by you or someone using your computer or User log-in credentials; (ii) any violation of this Agreement by you or anyone using your computer or User log-in credentials; (iii) a claim that any use of the Services by you or someone using your computer or User log-in credentials infringes any intellectual property right of any third party, or infringes any right of privacy or publicity, or is libelous, defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Services you or someone using your computer or User log-in credentials; (v) any misrepresentation or breach of representation or warranty made by you in connection with your registration, access and/or use of the Services; or (vi) any breach by you of any covenant or agreement with Company. You agree to pay any and all costs, damages, and expenses, including but not limited to, attorneys' fees and costs awarded against or otherwise incurred by Sanctions Inc. or in connection with or arising from Sanctions Inc.’s defense or settlement of any such claim, suit, action, or proceeding attributable to any such claim.


7. MISCELLANEOUS


7.1 The data within the Services and Premium Services is subject to change over time and new releases may provide additional levels of access to Premium Account holders. 

7.2 Governing Law. This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of law principles. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York.

7.3 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.

7.4 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

7.5 Any notice to be provided hereunder shall be made in writing and provided to Sanctions Inc. at the following address: Sanctions, Inc., 30 Wall Street, 8th Floor, New York, NY 10005. Any notice to be provided to any User hereunder shall be provided in writing to the address provided by the User at registration. The User must provide accurate information at registration and is responsible for keeping it up to date. If no address has been provided, notice shall be deemed sufficient when sent to you at that email or IP address from which you accessed or used the Website.

7.6 If any provision of this Agreement is held to be invalid or unenforceable to any extent, such invalidity or unenforceability will not affect any other provision of this Agreement, which shall continue in full force and effect. 

7.7 Any failure or delay by us in exercising any right or remedy afforded by this Agreement shall not constitute or be construed as a waiver of any such right or remedy, or of our right to enforce it at a later time.

7.8 This Subscription Agreement (together with Sanctions Inc.’s Terms of Use, incorporated as though fully set forth herein) constitutes the entire agreement between you and Sanctions Inc. in relation to your access to and use of the Services.