Subscription Terms and Conditions
1. LICENSE OF PRODUCTS.
Subject to payment of the fees as set forth in the Subscription Agreement, M3 MI grants to Subscriber, and Subscriber accepts from M3 MI, a limited, personal, non-transferable and non-exclusive license (the “License”) to receive and use the data, reports or any other materials (collectively, the “Products”) for: (i) Subscriber’s internal business purposes; or (ii) only if expressly set out in the Subscription Agreement, another purpose where the data or information from the Products may be combined with or into Subscriber’s materials to provide aggregated, anonymized data or reports solely for presentation to Subscriber’s Clients (“Aggregated Materials”), provided that Subscriber will not reverse the aggregation or anonymization of the Aggregated Materials (“De-anonymize Materials“) or allow its users to De-anonymize Materials. M3 MI may permit Subscriber to disclose the Products to a third party under Subscriber’s account, if Subscriber, M3 MI and the third party execute M3 MI’s Third Party Agreement (“TPA”).
2. WEB APPLICATIONS.
If any of the Products are to be accessed or used through world wide web applications (“Apps”), Subscriber will (a) observe reasonable security procedures relating to passwords (including treating passwords as confidential information), (b) use reasonable efforts to assist M3 MI in identifying and preventing any unauthorized use of the Products and (c) have access to the Apps only during the Term (as defined in the Subscription Agreement). M3 MI reserves the right to change passwords and access codes and procedures for Apps at any time upon providing written notice to Subscriber. M3 MI shall use reasonable efforts to ensure continuous system availability, but does not warrant continuous system availability. M3 MI will inform Subscriber of the procedures for using the Apps for the preparation of analysis and reports, and will provide instructional materials to Subscriber, and, if applicable, training if detailed in the License Schedule.
3. CHANGES IN PRODUCTS.
M3 MI may make changes from time to time to improve the nature or scope of the databases, analyses, Apps and reports included within the Products. If there is a material change to the Products, M3 MI will notify Subscriber. M3 MI may make available to Subscriber access to or use of third-party data from time to time for use in conjunction with or incorporated into and resold through the Products (“Third-Party Offerings”). Subscriber acknowledges and agrees that M3 MI does not own or control such Third-Party Offerings and are not part of the Products, subject to any of the warranties (whether express or implied), or other obligations or liabilities with respect to Products. M3 MI has no obligation to monitor or maintain Third-Party Offerings and may disable or restrict access to any Third-Party Offerings at any time without notice.
4. DELIVERY BY M3 MI.
M3 MI will notify Subscriber of any anticipated delay in providing the Products. M3 MI shall not be liable for failure to perform its obligations hereunder due to circumstances outside its reasonable control (including but not limited to, fires, storms, riots, strikes, disease, wars, floods, civil disturbances, terrorism, or governmental control, restriction, or prohibition, whether local or national).
5. FEES AND PAYMENT.
M3 MI’s fees as specified in the Schedule will be due and payable within 30 days from date of each M3 MI invoice, unless otherwise specified in the Schedule. Any payment not received when due and payable shall be subject to a late charge at the rate of 1.5% per month, and Subscriber shall pay M3 MI all costs of collection (including reasonable attorneys’ fees) incurred. The fees have no residual value and are not refundable and cannot be applied towards the purchase of other products or services. In addition to, and together with, the stated fees, Subscriber will pay to M3 MI any taxes and fees imposed upon or required to be collected by M3 MI by any authorities having jurisdiction over Subscriber’s acquisition or use of the Products.
6. OWNERSHIP AND COPYRIGHT.
Products and the contents contained therein are owned by or licensed to M3 MI; the individual copies of the Products and/or access rights are being licensed and not sold to Subscriber; therefore other than the License granted in Section 1 above, Subscriber shall not receive any right, title or interest in the Products (including the contents thereof) or any copies, regardless of the form or media in or on which the original and other copies may exist, by virtue of this Agreement. Except as expressly permitted in the Schedule and Section 7 below, copying, selling, sublicensing, transferring or distributing the Products or any elements or part thereof (including without limitation electronic copying) without the express written permission of M3 MI and the identification of M3 MI’s copyright is prohibited. All software code contained within the Products, if any, is the confidential, proprietary, copyrighted information of M3 MI; and any copying, disclosure, decompiling or reverse engineering of the same is strictly prohibited. Neither party shall have the right to use the other party’s name, trademark, logo, or slogans without the prior written consent of such party. Subscriber acknowledges that any breach or attempted breach by Subscriber of the provisions of this Section 6 and Section 7 (below) may cause M3 MI irreparable injury, for which M3 MI may seek and obtain, in addition to any and all other remedies available to M3 MI: (a) temporary and permanent injunctive relief; (b) liquidated damages (but not a penalty) in an amount equal to twice the aggregate fees charged for the Products under this Agreement.
7. USE RESTRICTIONS.
Apps and individual copies of or access to the Products provided hereunder and any elements or parts thereof may only be given or made available to employees of Subscriber except as expressly permitted in the Schedule. Affiliates of Subscriber at the same or at other addresses are not licensed by this Agreement. Subscriber may not use the Products or the contents thereof in litigation or administrative proceedings unless: (a) M3 MI has given prior written approval; or (b) if such use is required by applicable laws, regulations, governmental agency or court order and (i) Subscriber notifies M3 MI in writing of any such legal obligations to provide M3 MI the opportunity to obtain an injunction or otherwise, and (ii) Subscriber is only to disclose such Products as is strictly necessary to comply with such applicable law, regulation, governmental agency or court order. In no event is Subscriber permitted to reproduce, circulate or otherwise distribute any portion or full copy of the Products; to third parties, in public releases, in press releases, in reports, in studies and the like. In the case of Subscriber being permitted by M3 MI to share contents of the Products within Subscribers own tools and products, Clients must first be advised of the terms and conditions of this Agreement before receiving or viewing such contents. Subscriber will be responsible for any breach of this Agreement by a Client or any third party that Subscriber permits or allows access to the Products. The term “Client” does not include (i) a competitor of M3 MI; or (ii) a reporter, journalist, editor, correspondent, news writer, newsperson or any other such person whom makes press or media enquiries. Any such press enquiries are to be directed to Contracts@M3-MI.com.
8. AUDIT.
Subscriber shall maintain current, accurate and complete records of its use of the Products and any Aggregated Data. During the Term and for a period of one (1) year thereafter, M3 MI (either through itself or a third party) may, during normal business hours and upon reasonable prior notice, examine, inspect and audit such records to determine Subscriber’s compliance with the items and conditions of this Agreement. Any such audit shall be conducted at M3 MI’s sole cost and expense; provided. however, that if any such audit reveals that Subscriber has failed to comply with any term of condition of this Agreement, then Subscriber shall, in addition to promptly ceasing any such violation (and without limiting any of M3 MI’s rights or remedies) reimburse M3 MI for the cost and expense of such audit.
9. CONFIDENTIAL INFORMATION.
“Confidential Information” includes, without limitation, all information and data not in the public domain, including, algorithms, source code and object code and the know-how and trade secrets relating to, contained or embodied in the Products or the business or affairs of M3 MI or Subscriber, or any other non-public information (including Client lists, proprietary research, and financial information) whether communicated orally, visually or in writing, or in any other recorded or tangible form, provided that such information is marked or otherwise identified as confidential by the disclosing party, or if, due to the nature of the information or the disclosure, such information would reasonably be understood to be confidential. Confidential Information shall not include (a) information which, at the time of disclosure, is already in possession of the receiving party not under a duty of non-disclosure; (b) information which is in the public domain other than due to a breach of confidentiality by the receiving party; (c) information provided to the receiving party by a third party not subject to a duty of confidentiality or (d) information which the receiving party develops independently without breach of this Agreement. Each party agrees to hold the other party’s Confidential Information in strict confidence and shall not make use of such Confidential Information other than in its performance of its obligations hereunder. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care that the receiving party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable care. A party may share any information with its Affiliates if necessary on a need-to-know basis in connection with any single Schedule. If any Confidential Information is required to be disclosed by law or in connection with any legal proceeding or governmental investigation, the receiving party shall, to the extent permissible, use reasonable efforts to give prompt prior notice to the disclosing party and shall allow the disclosing party to contest such disclosure and the receiving party will provide reasonable cooperation to limit the proposed scope of disclosure and obtaining further means for protecting the confidentiality of the Confidential Information. The obligation to protect Confidential Information shall survive the expiration of this Agreement. In the event of an actual or threatened breach of these confidentiality provisions, the parties agree that the non-breaching party will have no adequate remedy at law and shall be entitled to seek immediate injunctive and other equitable relief without the necessity of showing actual monetary damages.
10. LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION.
M3 MI warrants that the Products do not infringe any third party intellectual property as long as Subscriber uses the Products in accordance with the terms of this Agreement; and M3 MI will indemnify, defend and hold Subscriber harmless from and against any damages, costs, fees and expenses in connection with any third party claims resulting from a breach of that warranty. M3 MI will also take reasonable measures to cause any Products consisting of software to be virus-free. The Products are prepared for Subscriber’s internal use only and M3 MI expressly disclaims any liability for any use or reliance on the Products or any part of the Products included in the Aggregated Materials by any third parties. In no event shall M3 MI be liable to Subscriber (or any third parties) for any damages whatsoever with respect to any Aggregated Materials. Subscriber hereby acknowledges that it shall be solely responsible for the consequences of any action taken by it based on the Products or Aggregated Materials or interpretation of the Products by Subscriber or any third parties. Subscriber will indemnify, defend and hold M3 MI and M3 MI Affiliates (“Indemnitees”) harmless from and against any damages, costs, fees and expenses Indemnitees suffer as a result of Subscriber’s unauthorized or unlawful use of the products. Except as stated above, the products are provided “as is” and without warranty of any kind. Without limiting the generality of the foregoing, M3 MI does not warrant, guarantee, or make any representations regarding the use or the results of the use of the products in terms of correctness, accuracy, reliability or otherwise. M3 MI makes no warranties of merchantability or fitness for a particular purpose. No oral or written information or advice given by M3 MI or any of its employees will create a warranty, and Subscriber may not legally rely on any such information or advice. M3 MI will not be liable for any special, indirect, consequential, incidental, punitive or exemplary damages (including damages for loss of business profits, business interruption, loss of business information and the like) in connection with Subscriber’s use of the products, even if M3 MI has been advised of the possibility of such damages. M3 MI’s entire liability and Subscriber’s exclusive remedies for any defective performance by M3 MI hereunder will be for M3 MI to correct the defective performance or for Subscriber to recover its actual damages resulting from such breach, not to exceed the fees paid (or payable) to M3 MI in connection with the Schedule.
11. TERM AND TERMINATION.
M3 MI may terminate this Agreement upon any delinquency in Subscriber’s payments in excess of thirty (30) days beyond the due date, or upon thirty (30) days’ written notice to Subscriber if Subscriber breaches any material provision of this Agreement and fails to cure such breach within such thirty (30) day period; provided that there shall be no notice and cure period required in the event of any willful violation of Sections 6 or 7 by Subscriber. Subscriber may not terminate this Subscription Agreement. Upon termination of this Agreement, Subscriber will cease use of the Products, and destroy all copies of the Products in its possession. At M3 MI’s request, Subscriber will certify destruction by executing and delivering to M3 MI a certificate signed by an authorized officer of Subscriber. The provisions of Sections 5 through 12 hereof will survive any termination of this Agreement.
12. MISCELLANEOUS.
This Agreement will be deemed to be as between merchants and will be construed and enforced in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. The laws and the courts of the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this agreement. This Agreement, together with the Schedule and Exhibits attached, contains the entire agreement between the parties relating to the subject matter of this Agreement and all prior proposals, discussions and writings by and between the parties relating to the subject matter of this Agreement are superseded by this writing. All the parties’ liabilities and obligations in respect of the subject matter of the Services are expressly set out in the terms of the PA and these Terms and Conditions. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the PA and these Terms and Conditions will be implied. Any deviation from these terms and conditions will only be valid and enforceable if agreed in writing by M3 Global Research and only applies to the assignment to which it explicitly refers. Any general terms and conditions by the Subscriber shall not apply unless the parties have agreed in writing that (parts of) said terms and conditions are applicable in addition to these terms and conditions. This Agreement may not be modified or waived in whole or in part in any manner other than by a writing duly signed by both parties. Subscriber may not assign this Agreement or any rights under it without M3 MI’s prior written consent. Any attempt to assign without that consent will be void. This Agreement has been negotiated by the parties and will be interpreted in accordance with its terms without any strict construction against either party. Any ambiguity in the drafting will not be interpreted against the drafting party.
Last Updated November 7, 2025