20100913 SSA


1 Agreement

This Subscription Agreement (“Agreement”) is between AMEE UK Limited incorporated and registered in England and Wales, company number 06630234, with registered office is at Lubbock Fine, Russell Bedford House, City Forum, 250 City Road, London EC1V 2QQ (“AMEE”, “we”, “us”, “our”), and the party identified (the “Associate”, “you”, “your”) on the service order form (“Service Order”). By subscribing to and/or clicking a box indicating your acceptance and/or by executing a Service Order that references this Agreement or by accessing or using the AMEE Services you agree to and accept the terms of this Agreement. The date that the Agreement is made is the “Effective Date”.

2 Definitions

2.1 Terms

Term Meaning
Account Manager The person Associate designates to operate and manage AMEE Audit on behalf of Associate.
AMEE Audit The online service AMEE offers which enables human access to AMEE Data and AMEE Content.
AMEE Content Reference documentation, installation and training manuals, data, algorithms, software code, database structures, semantic links, taxonomies, ontologies, tags and other documentation including without limitation any technical or scientific assets created to support or be represented or otherwise made available via AMEE Services.
AMEE Data All data, factors, algorithms, methodologies, and all related data and text owned by, managed by, controlled through or licensed by AMEE via the AMEE Platform.
AMEE IP AMEE’s patents, trade marks, designs, copyrights, database rights, trade secrets, and design rights, including any property rights in data, databases, software, technical architecture, operational code and technical systems, creative works, editorial copy, images, logos, brands, and all analogous rights whether now existing or created in the future.
AMEE Marks AMEE trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
AMEE OEM The online service AMEE offers which enables machine access to AMEE Data, AMEE Content and computable and analytical functions via AMEE Service API(s).
AMEE Platform The underlying technology platform via which the AMEE Services are rendered.
AMEE Profile The AMEE Profile embodies;1) A database record held in AMEE in which data is stored about an entity (for example, consumption or activity data for that entity); and

2) The ability to compute a set of outputs based on inputs.

AMEE SCM The online service AMEE offers which enables human and machine access to standards creators, administrators, and managers to administer their Content in AMEE.
AMEE Services AMEE Audit, AMEE OEM and/or AMEE SCM, as indicated on the Service Order.
AMEE Website(s) Any website(s) owned or operated by AMEE.
API Application Programming Interface.
Associate Content All data owned, managed, controlled, or licensed by Associate. For the avoidance of doubt, this includes any data or other output generated by the Associate Product, whether using AMEE or not.
Associate Marks Associate’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
Associate Product Any product or service which is made available by Associate which uses, or includes information derived from Associate’s use of, an AMEE Service.
Associate Website Any website(s) owned or operated by Associate.
Change of Control A change in ownership representing fifty percent (50%) or more of the equity or voting interest of a party, or a sale or transfer of all or substantially all of the assets or business of a party to another entity.
End-Customer Any third party that uses an Associate Product.
Net Revenues Associate’s gross revenue from the provision of Associate Products, excluding any applicable taxes thereon.
Pilot A limited period of usage of the AMEE Services for the purposes of internal evaluation.
Service Order The ordering document for purchases hereunder, including addenda thereto, that are signed or electronically accepted by AMEE and Associate from time to time and that defines Pricing and Term. Service Orders shall be deemed incorporated herein by reference.
Third Party Data Data and/or other content distributed or licensed by or syndicated through a third party via AMEE.

2.2 Interpretation

2.2.1 Clause, schedule and paragraph headings are for the purpose of convenience only and do not form part of and shall not affect the construction of this Agreement.

2.2.2 References to the singular include the plural and vice versa, and references to one gender include the other gender.

2.2.3 Any phrase introduced by the expressions including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.2.4 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment.

3 Accounts

3.1 Service access

3.1.1 Pilot access is solely for non-production purposes and may not be used in connection with an Associate Product.

3.1.2 An executed Service Order is required for commercial access for production purposes to be used in connection with an Associate Product.

3.2 Account Manager.

The Account Manager: (a) must provide legal full name, a valid email address, and any other information AMEE requests to complete the sign-up process for an account (“Account”); (b) must be Associate’s legal representative; (c) is responsible for maintaining the security of the password and Account; and (d) is responsible for managing all activity that occurs under the Account.

3.3 For OEM users of API keys.

API keys are administered by and are the responsibility of the Account Manager.

3.4 For Audit users

3.4.1 Per-seat access is administered by and is the responsibility of the Account Manager.

3.4.2 Single login shared by multiple people is not permitted.

4 Commercial Terms

4.1 Pilot Programme

4.1.1 Unless a different term is specified in the Service Order, upon sign-up to the Pilot, you will have access to AMEE Audit for fourteen (14) days, or AMEE OEM for thirty (30) days, as applicable, for the purposes of evaluation, unless terminated earlier by AMEE, which it may do immediately upon notice for any reason or no reason in its sole discretion.

4.1.2 AMEE may permanently delete any data entered or configuration made during the Pilot unless a Service Order is executed prior to its termination.

4.1.3 During the Pilot, the AMEE Services are provided “AS-IS” without any warranty.

4.2 Full Service Term, Fees and Payment Terms

4.2.1 This Agreement shall commence on the Effective Date and continue through the “Initial Term” as specified in the Service Order.

4.2.2 AMEE will invoice Associate for any fees chargeable under the Service Order in advance.

4.2.3 If the Service Order includes “Revenue Share,” the following additional terms shall apply; Associate will pay AMEE the percentage of its Net Revenue set forth in the Service Order (“Revenue Share”). Within thirty (30) days after the end of each calendar month, Associate will provide AMEE a written report containing details for such month of Net Revenue, the Associate Products provided to End-Customers, the identity and location of the End Customers, and any other information that AMEE may require to determine whether Associate is paying the correct amount (the “Report”). Associate will pay AMEE its Revenue Share at the same time it provides the applicable Report. Associate shall, if requested by AMEE, provide an independent auditor with reasonable access during normal business hours to its relevant documents for the sole purpose of verification that Reports are true and correct. All audited records will be treated as Associate confidential information. In the event that the audit reveals a material underpayment to AMEE (more than 2% of the value of the amount due for the period), Associate shall reimburse AMEE for the reasonable expense of the audit. Associate shall reimburse AMEE in respect of any underpayment with interest at 5% above the UK Abbey plc base rate per month. Upon notice, AMEE shall have the right to renegotiate the Revenue Share if AMEE’s fees are less than the “Minimum Revenue” specified in the Service Order during any twelve (12) month period. The parties will negotiate in good faith any adjustments to the Revenue Share. Associate shall pay AMEE additional fees to cover its time and effort in consultancy, execution, implementation, testing, support and/or bespoke development that Associate may require. Additional fees shall be calculated by reference to rates agreed to in writing and in advance between the parties. Nothing contained in this Agreement shall in any way limit or restrict the freedom of Associate to determine the reasonable fees it charges its Customers for access to Associate Products. Notwithstanding anything to the contrary in the foregoing, to the extent that Associate, without the prior written consent of AMEE, provides End-Customers with access to Associate Products without charge or for an amount that is materially less than Associate would ordinarily charge for such access, Revenue Share fees shall be calculated based on the non-discounted amount charged to an independent third party during the same period for the same or substantially similar Associate Product, or in the absence of such sales, on the fair market value thereof.

4.2.4 Unless otherwise specified, Associate shall pay invoices within 30 days of the invoice date.

4.2.5 AMEE reserves the right to charge interest at 3% above Bank of England base rates on overdue amounts.

4.2.6 All fees are exclusive of UK VAT and other applicable taxes (other than tax on AMEE’s net income), which shall be added and paid by Associate where applicable.

5 Service Provision

5.1 AMEE shall:

5.1.1 use reasonable commercial efforts to provide the AMEE Service to Associate;

5.1.2 provide Associate reasonable second-line support for the AMEE Service in relation to technical support Associate may offer to Users in connection with any Associate Product.

5.1.3 provide documentation and support functions via AMEE website(s) and online systems.

5.2 Associate shall:

5.2.1 host, serve, support, and maintain all Associate Products except as otherwise provided in this Agreement or agreed by AMEE in writing;

5.2.2 use all reasonable skill and care in its execution, integration and ongoing interaction with the AMEE Service.

5.2.3 authorise and allow anonymous and aggregate statistical information to be used by AMEE for the purposes of service improvement, benchmarking and related services.

5.2.4 not (a) make the AMEE Service available to any third party, (b) sell, resell, rent or lease the AMEE Service, (c) enter or load, or use the AMEE Service to store or transmit any data that is infringing, libelous, or otherwise unlawful or tortious material, or store or transmit material in violation of third party rights, (d) use the AMEE Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the AMEE Services or data contained therein, (f) attempt to gain unauthorized access to the AMEE Service or its related systems or networks, or (g) use an the AMEE Service to deliver bulk communications of any kind, including without limitation solicitations via electronic mail, on-line social networks, or text messages.

5.2.5 only access the AMEE Service by human users. Access by any other means including but not limited to “content scraping” or other codified tools is expressly prohibited.

6 Intellectual Property

6.1 AMEE

6.1.1 AMEE hereby agrees to grant Associate a worldwide, non-transferable, non-exclusive right to: use the AMEE Services to deliver Associate Product(s) to End-Customers; and access the AMEE Services in connection with Associate Product(s).

6.1.2 As between AMEE and Associate, AMEE and its licensors retain all right, title and interest in and to the AMEE IP, AMEE Content and AMEE Data and Associate does not acquire any rights, express or implied, therein, other than those specified in this Agreement. For the avoidance of doubt, the AMEE Data aggregated and presented by the Service includes the copyrighted works of many parties. Associate acknowledges and agrees that the AMEE Service and the AMEE Marks are wholly owned and operated by AMEE.

6.2 Associate

6.2.1 Associate agrees that it will not use the AMEE Service, AMEE Content or AMEE Data for any purpose other than described herein and will not disassemble, decompile, or reverse engineer any AMEE Service or other applications owned or operated by AMEE except to the extent permitted by applicable law, or where explicitly authorised by AMEE in writing.

6.2.2 As between Associate and AMEE, Associate will retain all right, title and interest in and to the Associate Content and Associate Products (“Associate IP”); provided, however, nothing herein shall prevent or restrict AMEE from using any data to improve its service or in an aggregated or anonymous manner.

6.2.3 AMEE shall not without Associate’s explicit authorisation collect or disclose any personally identifiable information, including names and email addresses, in connection with its performance under this Agreement. Notwithstanding the foregoing, Associate authorises AMEE to store information where it is required in connection with the use or provision of the AMEE Service.

6.2.4 AMEE reserves the right to restrict Associate’s access to AMEE Services, Data, Content and Third Party Data in its discretion.

7 Marketing

7.1 Joint Communications

7.1.1 As soon as reasonably practical after the Effective Date, the parties will issue a Joint Press Release (“JPR”) announcing their collaboration. The JPR shall be subject to review and approval by each party prior to release, such approval not to be unreasonably withheld or delayed.

7.1.2 The parties will cooperate to carry out mutually beneficial public relations activities related to the availability of Associate Products and the AMEE Service, including related promotions and announcements.

7.1.3 AMEE hereby grants to Associate a worldwide, nonexclusive, royalty-free right to use AMEE’s Marks solely in connection with the Associate’s documentation, literature, promotion and advertising for the Associate Products (“Associate Marketing Materials”). Associate agrees to provide AMEE with proper attribution with each use of the Licensed AMEE Marks in the Associate Marketing Materials.

7.1.4 Associate hereby grants to AMEE a worldwide, nonexclusive, royalty-free right to use Associate Marks solely in connection with the AMEE Service, literature, promotion and advertising for the AMEE or joint product marketing (“AMEE Marketing Materials”).

7.1.5 Each party’s use of the other’s marks hereunder (the “Licensed Marks”) shall be subject to reasonable trademark guidelines provided by the other.

7.1.6 All use of Licensed Marks, including without limitation any goodwill generated by such use, shall inure to the benefit of the owner thereof.

7.1.7 At the request of either party, the other will reasonably supply to it a number of samples of

any materials distributed which utilize or include any Licensed Marks. If the use of the Licensed Marks falls below the other’s standards, the owner of such Licensed Mark will notify the other of any such deficiencies and the licensing party will make commercially reasonable efforts promptly to correct such deficiencies.

8 Warranties

8.1 Each party represents and warrants that:

8.1.1 it is an entity duly organised, validly existing in good standing under the laws of its place of organisation;

8.1.2 it has full legal power and authority to enter into this Agreement and perform its obligations herein;

8.1.3 the execution of this Agreement does not cause it to be in breach of a third-party agreement which breach would jeopardise the ability of it to perform its obligations herein; and

8.1.4 it is under no obligation that might interfere with its performance of this Agreement.

8.2 AMEE represents and warrants that:

8.2.1 it has all right and authority required to enter into this Agreement and to provide the AMEE Service to Associate; and

8.2.2 AMEE will use reasonable efforts to collect and accurately represent the AMEE Data through the AMEE Service.

8.3 Disclaimer and Exclusive Remedy


8.3.2 AMEE’s sole obligation and Associate’s exclusive remedy for a breach of the above warranties will be for AMEE to use reasonable efforts to fix the AMEE Service so that it conforms to the foregoing warranties. The warranties do not apply to any damage(s) resulting from Associate’s misuse, abuse or neglect.

9 Mutual Indemnification

9.1 Indemnification by AMEE.

9.1.1 AMEE shall defend Associate against any claim, demand, suit, or proceeding (“Claim”) made or brought against Associate by a third party alleging that the AMEE Marks or use of the AMEE Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Associate for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Associate in connection with any Claim; provided that Associate (a) promptly gives AMEE written notice of the Claim, (b) gives AMEE sole control of the defense and settlement of the Claim (provided that AMEE may not settle or defend any Claim unless it unconditionally releases Associate of all liability), and (c) provides to AMEE all reasonable assistance, at AMEE’s expense.

9.2 Indemnification by Associate.

9.2.1 Associate shall defend AMEE against any Claim made or brought against AMEE by a third party alleging that an Associate Product, Associate Marks or Associate Content, or Associate’s use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify AMEE for any damages finally awarded against, and for reasonable attorney’s fees incurred by, AMEE in connection with any Claim; provided that AMEE (a) promptly gives Associate written notice of

the Claim, (b) gives Associate sole control of the defense and settlement of the Claim (provided that Associate may not settle or defend any Claim unless it unconditionally releases AMEE of all liability), and (c) provides to Associate all reasonable assistance, at Associate’s cost.

9.3 Exclusive Remedy.

9.3.1 This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.

10 Limitation of liability

10.1 AMEE shall not be liable for:

10.1.1 inappropriate Associate activity including but not limited to use for which the AMEE Service was not intended, malicious use of any part or whole of the AMEE Service executed using the Associate’s authorised account; or

10.1.2 AMEE Service downtime caused by essential maintenance or temporary operational failure or failure of the internet; or


10.2 Neither party shall be liable for:


11 Confidentiality

This Clause shall govern the use, non-disclosure, and protection of confidential information (“Confidential Information”) that one party (the “Disclosing Party”) provides or discloses to the other party (the “Receiving Party”) pursuant to this Agreement.

11.1 Receiving Party will have a duty to protect only that Confidential Information which:

11.1.1 is first disclosed by Disclosing Party in tangible form and is marked as Confidential at the time of disclosure, including, without limitation, the existence, terms and conditions of this Agreement;

11.1.2 if disclosed by Disclosing Party in intangible form, is orally identified as confidential at the time of disclosure and is summarised in a tangible form conspicuously marked as Confidential (or with a similar designation) and delivered to Receiving Party within a reasonable period of time after such disclosure; or

11.1.3 is provided under circumstances reasonably indicating it is confidential.

11.2 The Receiving Party may use Confidential Information received from Disclosing Party hereunder only:

11.2.1 for the purpose of exercising its rights and fulfilling its obligations under this Agreement and may not disclose such Confidential Information to third parties;

11.2.2 to its employees or consultants provided they have agreed to protect the confidentiality of such information on terms substantially similar to those contained therein.

11.2.3 The Receiving Party shall carry out its obligation hereunder using the same degree of care that it uses in protecting its own proprietary information, or at least a reasonable standard

of care. In addition, the Receiving Party shall maintain appropriate administrative, physical, and technical safeguards for protection of the privacy, security, confidentiality and integrity of Confidential Information.

11.3 Without granting any right or license, the parties agree that no obligation of non-disclosure or non use hereunder will apply to any Confidential Information that:

11.3.1 Receiving Party rightfully possesses prior to receipt from the Disclosing Party,

11.3.2 becomes rightfully known by Receiving Party without confidential or proprietary restriction from a source other than Disclosing Party that does not owe a duty of confidentiality to Disclosing Party with respect to such Confidential Information,

11.3.3 is or becomes generally available to the public other than by breach of this Agreement, or

11.3.4 Disclosing Party regularly provides or has provided to any third party without similar restrictions. Further, Receiving Party may disclose Confidential Information received from Disclosing Party to the extent that Receiving Party is required by any court order or government authority to disclose such information, provided that Receiving Party gives Disclosing Party prompt notice of such requirement and reasonably cooperates with Disclosing Party in attempting to limit such required disclosure.

12 Termination

12.1 The Term of the Agreement

12.1.1 shall automatically be extended at the end of the Initial Term for successive periods equal to the Initial Term until terminated in accordance with the terms of this Agreement.

12.2 Either party may terminate this agreement

12.2.1 by giving written notice not later than sixty (60) days before the end of the Initial Term or of any of the subsequent successive periods equal to the Initial Term;

12.2.2 without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, and without liability to the other immediately (or following such notice period as it sees fit), by giving written notice to the other party if: the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is capable of cure) fails to cure that breach within a period of thirty (30) days after being notified in writing to do so; or the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or a receiver, administrator, administrative receiver, liquidator or other similar officer is appointed over all or any part of the other’s assets (including the other’s interest under this Agreement) and is not removed within 7 days of the appointment or if the other enters into liquidation (other than for the purpose of a solvent reconstruction or amalgamation) or if a petition is presented for the winding up of the other and is not discharged within 30 days or if the other shall propose or enter into any arrangement or compromise for the benefit of one or more of its creditors or any analogous procedure or step is taken in any jurisdiction.

12.3 Termination of this Agreement:

12.3.1 howsoever arising shall be without prejudice to the rights and obligations of any party accrued prior to termination;

12.3.2 shall immediately require the payment of any outstanding unpaid invoices and interest due to the other. Either party may submit invoices for services that it has supplied, but not

invoiced. The other must pay these invoices upon receipt.

12.3.3 shall result in the creation of no further obligation of one party to the other thereafter.

13 General

13.1 Governing Law And Jurisdiction/Arbitration

13.1.1 Unless otherwise agreed in writing, this Agreement shall be governed by and construed in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English Courts. Notwithstanding the foregoing, AMEE may submit any dispute, claim or controversy arising out of or relating to this Agreement to be finally determined by binding arbitration administered by the Rules of Arbitration of the International Chamber of Commerce in London, England, before one (1) arbitrator, conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

13.2 Disputes

13.2.1 Any dispute under this Agreement shall in the first instance be referred to the parties’ respective contract managers who shall attempt to resolve the dispute to the satisfaction of both parties within 30 days. If they fail to resolve the dispute it shall be referred to a senior executive of the parties. If the executive fails to resolve the dispute within 30 working days either party may pursue any remedies available to it under this Agreement or at law.

13.3 Export Compliance.

13.3.1 Each party shall comply with the applicable export laws and regulations in providing and using the AMEE Services. Without limiting the foregoing, (i) each of AMEE and Associate represents that it is not named on any government list of persons or entities prohibited from receiving exports, and (ii) Associate shall not permit End-Customers to access or use Associate Products in violation of any export embargo, prohibition or restriction.

13.4 Assignment

13.4.1 Neither party shall be entitled to assign this Agreement or sub-contract any part of this Agreement to any person, persons or company without the prior written consent of the other party.

13.5 No Partnership Or Agency

13.5.1 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and except as otherwise specifically provided in this Agreement, neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.6 Severance

13.6.1 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

13.6.2 If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

13.7 Changes To Terms And Conditions

13.7.1 AMEE reserves the right to make reasonable changes to these Terms and Conditions at any time provided that it shall give Associate reasonable notice of any such changes. Changes shall apply from the date stated in any such notice. The receipt of an order or instruction or use of an AMEE Service following notice of any changes to these Terms constitutes Associate’s agreement to all such Terms.

13.7.2 Any material changes to these Terms and Conditions shall be documented at a unique addressable URL.

13.8 Third Party Rights

13.8.1 For the purpose of the United Kingdom Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not party to it.

13.9 Notices

13.9.1 Any notice or communication required to be given under this Agreement shall, unless otherwise provided, be in writing and signed by the person giving it and may be delivered personally, by registered mail, facsimile, or courier to the address specified in the Associate Account or Service Order in respect of each of the parties or to such address as may otherwise be notified by either party to the other as being an alternative address for service.

13.9.2 Any notice or other communication shall be deemed to have been duly received: if delivered personally, when left at the address and for the contact referred to in this clause; or if sent by pre-paid first-class post or recorded delivery, on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by facsimile during UK Business Hours, on the day it is sent, otherwise on the next business day. A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail.

13.10 Force Majeure

13.10.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party and that failure or delay could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 90 (ninety) days, the other party may terminate this Agreement immediately by written notice.

13.11 Entire Agreement

13.11.1 This Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties respecting the subject matter of this Agreement. Each party acknowledges and agrees that in entering into this Agreement it has no relied upon, and shall have no remedy in respect of any statement, representation, undertaking, or warranty, whether or oral or in writing, save as expressly set out in this Agreement. Each party acknowledges and agrees that the only remedy available to it for breach of contract is for breach of contract under the terms of this Agreement. Nothing in this clause shall limit or exclude liability for fraud.