SUBSCRIPTION TERMS AND CONDITIONS
Correct as of June 1, 2016
All of our online and print subscriptions, including any combined purchase of these products: JOC.com, The Journal of Commerce, JOC Membership, JOC Insights, JOC Port Forecast, JOC Container Shipping Outlook, JOC Carrier Rankings and JOC Port Ranking are subject to the following terms and conditions.
When you purchase a product, the price will be made clear during the order process. You agree to pay the price that is stated at the time of your order. Prices are exclusive of taxes, which will be charged separately as applicable
Refunds will not be provided, except where required by law. You are required to pay for the full subscription term regardless of cancellation.
Your subscription will automatically renew at the end of each subscription term. If a promotional code was used at time of purchase please review the rules of the discount prior to your renewal, found directly on your statement.You agree that we may automatically renew your subscription on the last date of your current term (the “Renewal Date”), unless you cancel your subscription at least 1 day before the Renewal Date occurs. To cancel your subscription without your account being charged, fill out a request via our HELP Link. All receipts and information regarding your subscription will be sent to your last email of record. Please keep a record of when your subscription term ends and the next Renewal Date. You are responsible for timely cancellation of your subscription regardless of whether you receive any notice from us.
GENERAL TERMS AND CONDITIONS
“Client” means the person, firm or company or any other entity that purchases the Products from JOC.
“Delivery Point” where applicable, means the location as defined in the Order Confirmation where delivery of the Products is deemed to take place.
“Fees” means the money due and owing to JOC for Products supplied including any order processing charge and as set forth in the Order Confirmation. Fees are exclusive of taxes, which will be charged separately to the Client.
“Products” means any publication, database, supplied to the Client in physical or electronic media, more specifically mentioned in the Order Confirmation.
“Order Confirmation” includes the order form or confirmation email or any other document which JOC sends to the Client to confirm that JOC has accepted the Client’s order and which identifies the name of the Client, Product(s) being supplied period of supply, delivery information, media of supply, Fees and any terms or conditions unique to the particular Product to be supplied hereunder.
2. Client will pay JOC the Fees as set forth in the Order Confirmation within 30 days from the date of the invoice. Any payments not received by JOC when due will be considered past due, and JOC may choose to accrue interest at the rate of 1% per month. Client has no right of set-off. Client will pay all the value-added, sales, use, import duties, customs or other taxes where applicable to the purchase of Products. JOC may request payment of the Fees before shipping the Products.
3. JOC grants to Client a nonexclusive, nontransferable license to use the Products for its internal business use only. Client may not copy, distribute, republish, transfer, sell, license, lease, give, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others, store in any retrieval system of any nature, create a database or create derivative works from the Product or any portion thereof, except as specifically authorized herein. Any information related to any third party company and/or personal data included in the Product(s), may be used by Client for the limited purpose of enquiring about the products and services of the companies/organisations listed therein and who have given permission for their data to be used for this purpose only. Client must comply with all applicable data privacy and data protections laws and regulations. In particular, Client must not use such data (i) for any unlawful, harmful or offensive purpose; (ii) as a source for any kind of marketing or promotion activity; or (iii) for the purposes of compiling, confirming or amending its own database, directory or mailing list.
4.Client must not remove any proprietary legends or markings, including copyright notices, or any JOC-specific markings on the Products. Client acknowledges that all data, material and information contained in the Products are and will remain the copyright property and confidential information of JOC or any third party and are protected and that no rights in any of the data, material and information are transferred to Client. Client will take any and all actions that may reasonably be required by JOC to protect such proprietary rights as owned by JOC or any third party. Any unauthorised use may give rise to JOC bringing proceedings for copyright and/or database right infringement against the Client claiming an injunction, damages and costs.
5. Any dates specified in the Order Confirmation for delivery of the Products are intended to be an estimated time for delivery only and shall not be of the essence. JOC shall not be liable for any delay in the delivery of the Products. Unless otherwise agreed by the parties, packing and carriage charges are not included in the Fees and will be charged separately. The Products will be despatched and delivered to the Delivery Point as per Client’s preferred method of delivery and as agreed by JOC. If special arrangements are required, then JOC reserves the right to additional charges. Except as provided hereunder, for all Products supplied hereunder, delivery is deemed to occur and risk of loss passes upon despatch of Products by JOC.
6. If for any reason JOC is unable to deliver the Products on time due to Client’s failure to provide appropriate instructions, documents or authorisations etc; (i) any risk in the Products will pass to the Client; (ii) the Products will be deemed to have been delivered; and (iii) JOC may store the Products until delivery, whereupon the Client will be liable for all related costs and expenses.
7. Except as otherwise required by law, Client will not be entitled to object or to return or reject the Products or any part thereof unless the Products are damaged in transit. JOC’s sole obligation and Clients’ exclusive remedy for any claim with respect to such damaged Products will be to replace the damaged Products without any charge.No returns will be accepted by JOC without prior agreement and a returns number issued by JOC to accompany the Products to be returned. All return shipments are at the Client’s risk and expense.
8. The possession and usage rights of the Products in accordance with clause 3 above will not pass to Client until JOC has received in full all sums due to it in respect of: (i) Fees; and (ii) all other sums which are or which become due to JOC from Client on any account. Until such rights have passed to Client, the Client will: (i) hold the Products in a fiduciary capacity; (ii) store the Products (at no cost to JOC) in such a way that they remain readily identifiable as JOC property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and (iv) maintain the Products in satisfactory condition and keep them insured on JOC’ behalf for their full price against all risks to the reasonable satisfaction of JOC.
9. The quantity of any consignment of Products as recorded by JOC on despatch from JOC’ place of business shall be conclusive evidence of the quantity received by the Client on delivery unless Client can provide conclusive evidence proving otherwise. JOC shall not be liable for any non-delivery of the Products (even if caused by JOC’ negligence) unless Client provides conformed claims to JOC of the non-delivery. Any such conformed claim for non-receipt of the Products must be made in writing, quoting the account and Order Confirmation number to the JOC’ Customer Service Department, within thirty (30) days of the estimated date of delivery as stated in the Order Confirmation.
10. The Products supplied herein are provided “AS IS” and “AS AVAILABLE”. JOC does not warrant the completeness or accuracy of the data, material, third party advertisements or information as contained in the Product or that it will satisfy Client’s requirements. JOC disclaims all other express or implied warranties, conditions and other terms, whether statutory, arising from course of dealing, or otherwise, including without limitation terms as to quality, merchantability, fitness for a particular purpose and noninfringement. To the extent permitted by law, JOC shall not be liable for any errors or omissions or any loss, damage or expense incurred by reliance on information, third party advertisements or any statement contained in the Products. Client assumes all risk in using the results of the Product(s).
11. If the Products supplied hereunder are subscription based, except as otherwise provided herein the period of supply will run for one calendar year from the start date as specified in the Order Confirmation and the Fees will cover the costs of supply of all issues of the Product published in that year. If Client attempts to cancel the Product subscription anytime during such period; (i) the Fees payable for that year will be invoiced by JOC in full; or (ii) where Client has already paid the Fees in advance, any Fees relating to the remaining period shall be forfeited. In addition to other rights and subject to the provisions of this clause, JOC in its sole discretion may discontinue the supply the Products in the event Client commits breach of any of the provision of these terms and conditions.
12. In the event of breach of any of the provision of these terms and conditions by JOC, JOC’ total aggregate liability for any damages/losses incurred by the Client arising out of such breach shall not exceed at any time the Fees paid for the Product which is the subject matter of the claim. In no event shall JOC be liable for any indirect, special or consequential damages of any kind or nature whatsoever suffered by the Client including, without limitation, lost profits or any other economic loss arising out of or related to the subject matter of these terms and conditions. However, nothing in these terms and conditions shall limit or exclude JOC’ liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any breach of compelling consumer protection or other laws.
13. Client represents and warrants that it will not directly or indirectly engage in any acts that would constitute a violation of United States laws or regulations governing the export of United States products and technology.
14. The parties will comply with all applicable country laws relating to anti-corruption and anti-bribery, including the US Foreign Corrupt Practices Act. The parties represent and affirm that no bribes or corrupt actions have or will be offered, given, received or performed in relation to the procurement or performance of these terms and conditions. For the purposes of this clause, “bribes or corrupt actions” means any payment, gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under the applicable country laws.
15. All Products supplied herein are subject to these terms and conditions only, to the exclusion of anyother terms which would otherwise be implied by trade, custom, practice or course of dealing. Nothing contained in any Client-issued purchase order, Clients’ acknowledgement, Clients’ terms and conditions or invoice will in any way modify or add any additional terms to these terms and conditions. JOC reserves the right to amend these terms and conditions from time to time.
16. These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of New York and shall be subject to the exclusive jurisdiction of the New York courts.