Terms and Conditions

This agreement is made between HARBOR intelligence SC (“HARBOR”) and the Customer. These Terms and Conditions for Subscribers (“Terms”) govern the Customer’s purchase and use of HARBOR’s Subscription Services, as specified in the Customer’s subscription invoice or contract (the “Invoice” or “Contract”), the terms of which are fully incorporated herein. Together, the Terms and the Invoice or Contract form the “Agreement.”

By using HARBOR’s Subscription Services, the Customer agrees to comply with all terms and conditions of this Agreement, as currently written and as may be amended in the future.

Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement:

Authorized Users: Those employees of the Customer who the Customer authorizes to use the Subscription Services, as set out in the Contract Details or amended from time to time in accordance with this Agreement.
Beneficiary: An employee of the Customer to whom an Authorized User may provide content from the Subscription Services, as set out in the Contract Details or amended from time to time in accordance with this Agreement.
Confidential Information: The Reports and Data, Software, presentations, and all other content delivered as part of HARBOR’s Subscription Services.
Subscription Services: (a) the Reports and Data and/or (b) the Software.
Reports and Data: The reports, data, forecasts, analysis, publications, databases, analytical tools, presentations including webinars, and any other information accessible by, or delivered to, the Customer as part of the Subscription Services but excluding the Software.

Authorized Users, Permitted Uses, and Use Restrictions

1.1 Authorized Users and Beneficiaries

The Customer agrees to restrict access to the Subscription Services exclusively to Authorized Users. The Customer must ensure that these Authorized Users use the Subscription Services only for the Permitted Use and must always protect and maintain the confidentiality of the Subscription Services.

1.2 License Grant

HARBOR hereby grants to the Customer a limited non-exclusive, non-transferable, non-sublicensable, revocable right to receive, access, and read the Subscription Services for the Customer’s personal, internal business, non-commercial, informational, and/or educational use, but for no other purpose, and to temporarily store the Subscription Services on Authorized Users’ devices solely to enable such use purposes (the “Permitted Use”).

1.3 Use Restrictions

Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, or expressly agreed to in writing by HARBOR, the Customer shall not at any time, and shall not allow any Authorized Users, or any other users, to directly, or indirectly:

Copy, modify, reproduce, duplicate, or create derivative works of the Subscription Services, in whole or in part, except as provided below;
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services;
Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Subscription Services or methods used to compile the Subscription Services, in whole or in part;
Remove any proprietary notices or disclaimers included within the Subscription Services; or
Publish, enhance, or display the Subscription Services or any compilation or directory based upon information derived from the Subscription Services.

Each Authorized User may, in the ordinary course of business, create new documents, presentations, or other new materials (New Materials) which incorporate limited extracts from the Reports and Data and distribute those New Materials to other employees of the Customer for internal business purposes only, without HARBOR’s prior written consent, provided always that the Customer shall ensure that it, and all its Authorized Users comply with the following:

Only a limited amount of information and data is permitted to be extracted from the Subscription Services (Limited Extract);
The Limited Extract(s) may not, in aggregate, represent more than 10% of any New Materials;
The Limited Extract(s) must represent a commercially insubstantial part of the New Material when compared to the New Material as a whole;
The New Material must consist substantially of original material created by one or more Authorized Users;
The Limited Extract(s) reproduced in the New Material, and any conclusions drawn by the Authorized User which appear in the New Material and which are based on or refer to such extracts, must be accurate, fair, and reasonable;
All New Materials shall attribute the extracted digital content to HARBOR economics in the following form: “source: HARBOR economics [YEAR]”; and
New Materials shall not be distributed or sold to third parties without HARBOR’s prior written consent, including but not limited to external consultancy projects and transaction work.

1.4 Delivery

The Subscription Services shall be delivered to Authorized Users via email to the email addresses provided by the Customer. All content is delivered to a list specified by the Customer, and the email addresses must be from an official domain of the company or one of its subsidiaries. If a person is not on the official distribution list, they must request access to the documents, and HARBOR will verify with the Customer that this person is authorized to view or download the information.

HARBOR’s Obligations

2.1 Provision of Services

HARBOR undertakes that the Subscription Services will be performed with reasonable skill and care.

2.2 No Warranty on Uninterrupted Service

Notwithstanding clause 2.1, HARBOR:

Does not warrant that the Customer’s use of the Subscription Services will be uninterrupted or error-free; that the Subscription Services obtained by the Customer will meet the Customer’s requirements; or that HARBOR’s webpage will be free from vulnerabilities; and
Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

2.3 Error Resolution

If structural problems or errors are encountered by the Customer upon accessing or using the webpage to download reports, HARBOR will use its reasonable endeavors to promptly rectify those problems notified to HARBOR by the Customer. Those errors should be reported to HARBOR in writing, either via [email protected] or via the Customer’s account manager. When reporting an error, the Customer will use its best endeavors to produce sufficient information for HARBOR to identify, reproduce, and correct the errors. Notwithstanding clause 2.1, this clause 2.3 sets out the entire remedies available to the Customer in the event of any defects or errors in the webpage and the Customer shall have no right to reject the Subscription Services for any reason whatsoever.

Customer’s Obligations

3.1 Cooperation

The Customer shall provide HARBOR with all necessary cooperation, if applicable, in relation to this Agreement in order to provide the Subscription Services, including but not limited to User Details, security access information, and configuration services.

3.2 Compliance with Laws

The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement.

3.3 Timely Responsibilities

The Customer shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.

3.4 Use of Services

The Customer shall ensure that the Authorized Users use the Subscription Services and the Reports and Data in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement.

3.5 Notification

The Customer shall promptly notify HARBOR if it becomes aware of any unauthorized use of the Subscription Services.

Term and Termination

4.1 Term

This Agreement shall commence on the start date specified in the Invoice or Contract (“Start Date”) and remain in effect until the end date indicated in the Invoice or Contract (“End Date”). This duration is referred to as the “Subscription Period.” The Customer may choose to renew the Agreement for an additional period equal to the Subscription Period (“Renewal Period”) by notifying HARBOR of the renewal request at least 60 days prior to the expiration of the current Subscription Period or Renewal Period. Collectively, the initial Subscription Period and any Renewal Periods are referred to as the “Term.”

4.2 Termination by HARBOR

HARBOR may terminate this Agreement at any time during the Subscription Period for any reason or no reason, without notice, and without any liability arising from such termination. Without limiting the foregoing, in the event of termination for any reason other than the Customer’s violation of this Agreement, HARBOR, at its discretion, may reimburse the Customer the prorated fees paid for the remaining unused Subscription Period.

4.3 Effects of Termination

Upon termination or expiration of this Agreement for any reason, all rights granted to the Customer under this Agreement shall terminate, except that the Customer may retain, for Permitted Uses only, Subscription Services that have already been delivered to the Customer; provided, however, that the Customer agrees to be bound by the Use Restrictions also after termination of the Subscription Period. Notwithstanding the foregoing, HARBOR shall have the right to request the return, deletion, and/or destruction of any Subscription Services in the Customer’s possession or control, and the Customer shall fulfill such request immediately.

Payment of Fees

5.1 Total Amount

The Customer shall pay HARBOR a fee for the amount stipulated in the Invoice or Contract for the use of the Subscription Services for the duration of the Subscription Period (“Total Amount”). All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable.

5.2 Renewal Fee

The Customer shall pay a separate fee for the Renewal Period (“Renewal Fee”) which Renewal Fee shall be for the amount stipulated in the Invoice as part of the Total Amount, or as otherwise communicated in writing by HARBOR to the Customer. Upon each annual renewal of this Agreement, HARBOR may increase the Subscription Fees based on inflation, the addition of valuable new information, or a reasonable market rate.

5.3 Payment Terms

The Total Amount, and if applicable, the Renewal Fee, (collectively, “Subscription Fees”) shall be paid within the lesser of 30 days of issuance of an Invoice, or the time period stipulated in the Invoice or Contract (each, “Payment Term”).

5.4 Breach of Payment Terms

If payment of any of the Subscription Fees is not received by HARBOR within the applicable Payment Term, the Customer shall be in material breach of this Agreement, and HARBOR shall have the right to disable the Customer’s access to all or part of the Subscription Services. HARBOR shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid, and the Customer shall continue to be charged for the Subscription Fees during any period of suspension.

5.5 Taxes

All sales, use, transfer, gross receipts, excise, value-added, transaction, or similar taxes on or imposed as a result of the sale, use, or transfer of services or property, if any, under this Agreement or resulting in any way from this Agreement are the sole obligation of the Customer and are in addition to the charges for or prices of the services and property, if any, stated or provided under this Agreement. HARBOR will invoice the Customer for such taxes due where it is required to do so, but whether or not HARBOR invoices for such taxes, the Customer nevertheless hereby agrees to reimburse HARBOR for any such taxes due that HARBOR has to pay or remit to a taxing or government authority.

Ownership

6.1 Intellectual Property Rights

The Customer acknowledges that, as between HARBOR and the Customer, HARBOR owns or controls the right, title, and/or interest, including intellectual property rights, in and to the Subscription Services. The Customer further acknowledges that the Subscription Services are protected by Mexican copyright laws, that HARBOR has dedicated substantial resources to draft, develop, collect, manage, and compile the Subscription Services, and that the Subscription Services constitute trade secrets of HARBOR. The Customer shall have no rights in or to the Subscription Services, other than those limited rights expressly set forth in this Agreement.

6.2 Feedback

The Customer hereby grants to HARBOR a fully paid up, royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Subscription Services any suggestions, enhancement requests, recommendations, other feedback provided by the Customer, or data or information provided or made available by the Customer, relating to the Subscription Services (collectively, the “Feedback”). The Customer shall not knowingly provide Feedback that is subject to third-party intellectual property rights. The Customer hereby assigns and agrees to assign to HARBOR all right, title, and interest in, and HARBOR is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although HARBOR is not required to use any Feedback.

Confidential Information

7.1 Confidentiality

The Customer shall maintain in strict confidence the confidentiality of, and not disclose to any third party: this Agreement and related documents and communication; the Subscription Services and related documents and communication; any Login Credentials; and all Feedback (collectively, “Confidential Information”).

7.2 Return and Destruction

Upon request by HARBOR, or upon any event of termination or expiration of this Agreement, the Customer shall: return to HARBOR all originals and copies of documents containing Confidential Information of HARBOR; or destroy, permanently remove or, to the extent such destruction or permanent removal is commercially impractical, use commercially reasonable efforts to prohibit access to, all Confidential Information of HARBOR from or stored on any computer, cloud, disk, or other device containing HARBOR’s Confidential Information.

Representations and Warranties

8.1 Compliance

The Customer shall take all means reasonably necessary to ensure Authorized Users comply with the terms of this Agreement. The Customer shall promptly inform HARBOR if the Customer becomes aware of: any use of the Subscription Services by an unauthorized user; any actual, threatened, or suspected infringement of any intellectual property right of HARBOR in the Subscription Services; or any claim by any third party that the Subscription Services infringe the intellectual property, or other rights, of any other person.

8.2 Assistance

The Customer shall, at the request and expense of HARBOR, do all such things as may be reasonably required to assist HARBOR in recalling and/or destroying any Subscription Services and/or in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of HARBOR in the Subscription Services.

8.3 Disclaimer

Except for the express warranties made in this section, the Subscription Services are provided “as is”, and HARBOR hereby disclaims all warranties of any kind, either express or implied. Except as expressly set forth herein, each party hereby acknowledges and agrees that all conditions, representations, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including any implied conditions, warranties or other terms as to merchantability, satisfactory quality, fitness for a particular purpose (even if HARBOR has been informed of such intended purpose), the use of reasonable skill and care, validity, enforceability and non-infringement of third party rights, and any warranties that may otherwise arise due to course of performance, course of dealing or usage of trade. HARBOR makes no warranty that the Subscription Services, or any products or results of their use, shall be error-free, free of harmful code, accurate, complete, completely secure, continuously available, uninterrupted, shall work with any hardware or software, system, or other services, that the information provided shall be adequate for the Customer’s or any other person’s purposes or that the Customer shall achieve any particular result.

Liability

9.1 Limitation of Liability

To the maximum extent permitted by law, HARBOR shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any consequential, indirect, special or incidental damages or punitive or exemplary damages or any damages for: loss of profits; loss of anticipated savings; loss of business opportunity; loss of revenue; loss of goodwill; loss or corruption of data or work stoppage, or computer failure or malfunction; use, inability to use, loss, interruption, delay, or recovery of any data or breach of data or system security; or cost of replacement goods or services. In all cases, the foregoing disclaimer shall apply regardless of whether HARBOR was aware or should have been aware of the possibility of such damages.

9.2 Aggregate Liability

The aggregate maximum liability of HARBOR in respect of any direct or other loss (to the extent that such loss is not excluded by this Agreement or otherwise) whether such a claim arises in contract and/or tort shall not exceed a sum equal to that paid by the Customer for the Subscription Services during the twelve (12) month period preceding the date of receipt of the Subscription Services that is the subject of the claim.

9.3 Indemnification

The Customer shall defend and hold HARBOR harmless from and against all third-party claims due to, or arising out of: the Customer’s misuse of any Subscription Services; the negligence or willful misconduct of the Customer; the Customer’s breach of any representation, warranty or covenant in this Agreement; or use of, or reliance on, any Subscription Services, information, or content supplied by HARBOR.

Miscellaneous

10.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the parties, whether written or oral.

10.2 Changes to Terms

HARBOR may, from time to time, change these Terms as it deems necessary, to reflect any changes related to the subject matter of these Terms and/or applicable law. Such revisions shall be effective immediately, provided, however, for existing Customers, such revisions shall, unless otherwise stated, be effective 30 days after posting.

10.3 Assignment

HARBOR may assign this Agreement to any affiliates, or any entity that succeeds to all or substantially all of HARBOR’s business or assets to the Subscription Services. Neither this Agreement nor any of the rights or obligations of the Customer hereunder may be assigned, transferred, charged, delegated, sublicensed, or otherwise disposed of in whole or in part on a temporary or permanent basis by the Customer, unless the Customer has obtained the prior written consent of HARBOR.

10.4 No Waiver

No delay or forbearance by HARBOR in enforcing any provisions of this Agreement shall be construed as a waiver of such provision or an agreement thereafter not to enforce the said provision on that or any other occasion or another provision on another occasion.

10.5 Injunctive Relief

The Customer agrees that a monetary remedy for breach of this Agreement may be inadequate, impracticable, or difficult to prove, and further agrees that such breach may cause HARBOR irreparable harm. Accordingly, the Customer agrees that HARBOR may seek preliminary and/or permanent injunctive relief from a court of competent jurisdiction for any violation or threatened violation of this section without the necessity of proving actual damages or posting any bond or other security, and the Customer hereby waives any such requirement for a bond or other security.

10.6 Governing Law and Jurisdiction

This Agreement is governed and construed in accordance with the laws of the State of Nuevo León, Mexico. The sole jurisdiction and venue for any action that may arise under or in relation to the subject matter hereof shall be the state or federal courts in Monterrey, Nuevo León, Mexico. In the event of any action arising out of the breach of this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

Publicity

11.1 Use of Customer’s Name and Logo

HARBOR reserves the right to use the Customer’s name and logo in customer lists, on our website, and in publicity materials. The Customer hereby consents to HARBOR’s use of the Customer’s name and logo for these purposes. If the Customer does not agree to this, they must expressly notify HARBOR in writing.