Connecticut Grantmakers Online

Member and Subscriber Subscription Services Agreement

The CONNECTICUT COUNCIL FOR PHILANTHROPY (the "Council”) is willing to license access to and use of the Connecticut Grantmakers Online database and related search services, as described on the Council Web site (the "Service" or "Services"), to you or the foundation, corporation or other legal entity on behalf of which you are obtaining access to and use of the Services (you or such foundation, corporation or other entity, as applicable, “Subscriber”) only on the condition that Subscriber accepts all of the terms and conditions of this subscription services agreement (together with any and all attachments, schedules and exhibit hereto, the “Agreement”). If you are an officer or employee of Subscriber and are entering into this Agreement to obtain access to the Services for use by Subscriber, you hereby represent and warrant that you enter into this Agreement on behalf of Subscriber and that you have the authority to bind Subscriber to the terms and conditions of this Agreement.

 The Council may be reached through the following e-mail address: cgo@CTphilanthropy.org.

1.  Definitions.  In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1. Application means the application submitted by Subscriber in conjunction with this Agreement, containing information about Subscriber and the Subscription Plan (as defined in Section 2(b)) elected by Subscriber.

2. Authorized User” means an individual employee of Subscriber (or, if Subscriber is an individual, then Subscriber) or a Member User (as defined in Section 1(e)) who may access and use the Services on behalf of Subscriber.

                (c)           “Confidential Information” means any confidential and proprietary information of the Council provided to Subscriber, including, without limitation, the content and coding of the Services and Subscriber’s Password (as defined in Section 1(f) below) and User Name (as defined in Section 1(h) below).

                (d)           “Member” means a support-paying member of the Council.

                (e)           “Member User” means an employee of a Member whose job functions are significantly related to performing grantmaking, fundraising and similar non-profit activities on behalf of Member.

(f)            “Password” means the password selected by Subscriber and approved by the Council and associated with Subscriber’s User Name to allow access to and use of the Services.

                (g)           “Search Results” means the data and other information produced by the Services in response to Subscriber’s search queries.

                (h)           “User Name” means the unique user identification code selected by Subscriber and approved by the Council that will identify Subscriber for Subscriber’s access to and use of the Services.

2.  APPLICATION PROCEDURE; SUBSCRIPTION PLANS; User Name and Password.

                (a)           Application.  Subscriber must submit (or must have already have submitted) an Application to the Council, either via electronic format or via hardcopy, that shall be subject to acceptance by the Council at the Council’s sole discretion. Before the Council will grant Subscriber a license to access and use the Services as set forth in this Agreement, and as a condition precedent to such license, the Council must accept and approve Subscriber’s Application.

                (b)           Subscription Plans.  As part of Subscriber’s Application, Subscriber shall elect to subscribe to the Services in an annual subscription plan (each, a “Subscription Plan”) for one (1) of the following types of Services: (i) “Connecticut Grantmakers Online,” which provides Subscriber access to and use of the Council’s database containing information about various grantmaking foundations, organizations and other entities, or (ii) “Connecticut Grantmakers Online Nonprofit Discount,” which provides Subscriber access to and use of Connecticut Grantmakers Online at a discounted rate if Subscriber is a governmental agency or recognized by the Internal Revenue Service as a 501(c)(3) organization. If Subscriber is a Member, then Subscriber’s Subscription Plan will include access to and use of the “Council’s Online Membership Directory,” which provides Subscriber access to and use of the Council’s database of certain information of Members (and Members’ staffs) that is not available for access or use by Subscribers that are not also Members.

                (c)           Single and Multiple User Plans. 

                                (i)             Non-Members.  For non-Members, Subscriber’s Subscription Plan will be either a single-user plan, pursuant to which only a single Authorized User from Subscriber may access and use the Services (a “Single User Plan”), or a multiple user plan, pursuant to which a specified number of Authorized Users may access and use the Services (a “Multiple User Plan”). If Subscriber elects a Multiple User Plan, then Subscriber may elect one (1) of the following types of Multiple User Plans: (i) a “Three User Plan” (permitting up to three (3) Authorized Users to access and use the Services); or (ii) a “Six User Plan” (permitting up to six (6) Authorized Users to access and use the Services). Only companies, organizations or other legal entities may be Subscribers under Multiple User Plans; all Authorized Users under Multiple User Plans must be employees of Subscriber. 

                                (ii)            Members.  For Members, Subscriber may allow access to and use of the Services by a limited number of Authorized Users, provided that each Authorized User is Member User as that term is defined in Section 1(e).   

                (d)           User Name and Password.  As part of Subscriber’s Application, Subscriber shall select a User Name and Password, to be approved by the Council, for access to and use of the Services. Subscriber’s User Name and Password shall be required for any and all access to and use of the Services. Subscriber may access the Services only using Subscriber’s User Name and Password. Except for Authorized Users, Subscriber shall not allow any other person or third party to access the Services using Subscriber’s User Name or Password. Subscribers under a Multiple User Plan (and Subscribers that are Members) shall disclose their User Name and Password only to Authorized Users. 

(e)           Authorized Users.  Subscriber shall not allow access to or use of the Services by Authorized Users in excess of the number of Authorized Users allowed under Subscriber’s Subscription Plan (if any such limit is applicable under Subscriber’s Subscription Plan). Each employee of Subscriber who accesses or uses the Services shall be deemed to be an Authorized User and shall remain a designated Authorized User until (i) the employee’s employment with Subscriber is terminated, or (ii) due a change to the employee’s job functions or assignment, the employee shall not require further access to or use of the Services. In the event of either the termination of an Authorized User’s employment or a change in the job functions of an Authorized User as set forth in (i) and (ii) above, Subscriber may substitute another employee as an Authorized User. 

(f)            Unauthorized Use.  Subscriber shall remain solely responsible for any and all unauthorized use of the Services occurring under the Subscriber’s User Name and Password. Subscriber shall promptly notify the Council if Subscriber becomes aware of or suspects any breach of the terms and conditions of this Agreement by any Authorized User or of the unauthorized use of the Services or Search Results by any third party.

                (g)           Access Logs.  The Council reserves the right to keep records of all access to the Services made by Subscriber. If such records demonstrate that Subscriber’s Authorized Users have accessed or used the Services from a number of distinct second-level domains in excess of the number of Authorized Users for Subscriber’s Subscription Plan during any calendar month (if any such limit is applicable under Subscriber’s Subscription Plan), then such records shall constitute proof of Subscriber’s violation of Subscriber’s obligations pursuant to this Agreement. If the Council is not satisfied by Subscriber’s explanation of proof of unauthorized use of the Services, then the Council shall have the right to invoice Subscriber (or charge Subscriber’s credit card) for additional fees to account for Subscriber’s excess access to or use of the Services, and Subscriber shall pay such additional amounts. (For example, if the Council has proof that four (4) users made use of Subscriber’s User Name and Password in a calendar month and Subscriber has a Three User Plan, then the Council may invoice or charge Subscriber and Subscriber shall pay for a Six User Plan, retroactive to the beginning of the Initial Term or then-current Renewal Term, as applicable.)

                (h)           Lost or Forgotten User Names and Passwords.  In the event Subscriber loses or forgets Subscriber’s User Name or Password, the Council may, at the Council’s sole discretion, disclose Subscriber’s User Name or Password to identified representatives of Subscriber under security procedures determined by the Council, or the Council may provide Subscriber new a User Name and Password. The Council shall not be responsible for any delays or other difficulties associated with Subscriber’s inability to access or use the Services that may result from lost or forgotten User Names or Passwords.

3.  Modifications OF ServiceS.  The Council has the right to modify (in whole or in part), change, restrict access to (including, without limitation, by limiting times of availability or discontinuing use by certain Authorized Users) or eliminate portions of the Services, the contents and information contained therein, and any of the Council’s practices and policies (including, without limitation, accepted forms of payment and security measures and policies), at any time and without notice or liability to Subscriber for any reason. If the net result of any such modification, change, restriction or elimination (taking into account any additional functionality or content also made available) amounts to a loss of functionality of the Services or a reduction in the content of the Services of greater than fifty percent (50%) of the previous functionality or content during any consecutive six (6) months, then Subscriber may terminate this Agreement upon written notice (in hardcopy format only and not in electronic format) to the Council, in which case Subscriber shall be entitled to a refund of the Subscription Fees (as defined in Section 4(a) below) actually paid by Subscriber to the Council (if any), prorated based on the remaining portion of the Initial Term (as defined in Section 12(a) below), or then-current Renewal Term (as defined in Section 12(a) below), as applicable.

4.  FEES AND PAYMENT.  This Section 4 applies only to Subscribers that are not Members of the Council. If Subscriber is a Member, then Subscriber’s payment of applicable membership support constitutes Subscriber’s payment of Subscription Fees. If Subscriber is not a Member, then the following provisions apply:

                (a)           Annual Subscription Fees.  The annual royalty payments for the license granted under each type of Subscription Plan are set forth in Exhibit A (such royalty payments, for the applicable Subscription Plan, the “Subscription Fees”). Subscriber shall pay the annual Subscription Fees in accordance with the Council’s subscription and billing policies, as set forth in Exhibit B. No refunds of any such amounts paid to the Council shall be due at any time for any reason (including, without limitation, Subscriber’s termination of this Agreement), except otherwise expressly set forth in this Agreement.

                (b)           Changes to Subscription Plan.  Subject to the Council’s approval, Subscriber may change or upgrade a Subscription Plan by contacting the Council and submitting a revised Application or following such procedures as may be required by the Council for such change or upgrade. Subscriber may, subject to completion of required Application materials and the Council’s approval, change user plans (for example, from a Single User Plan to a Multiple User Plan, or from a Three User Plan to a Six User Plan). Subscriber shall be charged for and shall pay the entire difference between the Subscription Plan for which Subscriber initially paid and the upgraded Subscription Plan. 

                (c)           Increases in Subscription Fees.  By providing Subscriber at least sixty (60) days’ written notice prior to the end of the Initial Term or then-current Renewal Term, the Council may increase the Subscription Fees for the upcoming Renewal Term. The Council may provide Subscriber notice of such an increase by email or by posting on the Council’s web site, or by other reasonable means. 

                (d)           Late Fees.  Amounts not paid when due shall be subject to a late charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) or any applicable legal maximum, whichever is less. Late charges are intended as reasonable estimates of the amounts necessary to compensate the Council for costs and losses associated with delays in payment, and not as penalties.

5.  licenseS.

                (a)           Right to Use and Access Services.  Subject to the terms and conditions of this Agreement, the Council grants Subscriber, during the Term, a limited, non-exclusive, non-transferable (except as set forth in Section 13(a) below) license to allow Subscriber’s Authorized Users to access and use the Services to search the applicable database or databases and produce Search Results, solely for Subscriber’s not-for-profit, internal purposes related to the grantseeking, grantmaking, fundraising and similar non-profit activities of Subscriber.

                (b)           Right to Reproduce Search Results.  Subject to the terms and conditions of this Agreement, the Council grants Subscriber, during the Term of this Agreement, a limited, non-exclusive, non-transferable (except as set forth in Section 13(a) below) license to allow Subscriber’s Authorized Users to copy and reproduce (solely as intermediate steps necessary to) print in hardcopy format one (1) copy of each set of Search Results produced by the Services, solely for Subscriber’s not-for-profit, internal purposes related to the grantseeking, grantmaking, fundraising and similar non-profit activities of Subscriber.

6.  LIMITATIONS ON USE.

                (a)           Restrictions.  Subscriber acknowledges that Subscriber’s rights to access and use the Services and Search Results are limited to the scope of the licenses granted under Section 5 and that this Agreement does not permit Subscriber to otherwise use the Services or Search Results. Subscriber acknowledges that the Services and Search Results, and their respective content, structure, organization and source code, as applicable, constitute valuable property (including, without limitation, intellectual property in the form of copyrights and trade secrets) of the Council and its licensors and suppliers. Accordingly, except as expressly provided in Section 5, Subscriber shall not, shall not attempt to, and shall not permit any Authorized User or third party to: (i) allow any access to or use of the Services by any individual (including without limitation officers, employees and agents of Subscriber) other than Authorized Users or by a number of individuals in excess of the number of Authorized Users for Subscriber’s Subscription Plan (if any such limit is applicable under Subscriber’s Subscription Plan); (ii) modify, adapt, alter, translate, transmit, port or create derivative works of or from the Services or Search Results; (iii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer to any third party any or all of the following, in whole or in part: (A) Subscriber’s User Name and Password, (B) access to or use of the Services, and (C) any and all Search Results; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for or any other proprietary information or trade secrets from the Services; (v) remove, alter, or obscure any proprietary notices (including, without limitation, any copyright or trademark notices) of the Council or its licensors and suppliers from either (or both) the Services or Search Results; or (vi) otherwise access, use, reproduce, display, copy or use the Services or Search Results for the benefit of any person or entity other than Subscriber. Except as provided in Section 5 above, the Council grants no rights or licenses to Subscriber, including by implication, estoppel, or otherwise, in or to the Services, Search Results or any intellectual property rights therein. Any and all rights not expressly granted to Subscriber hereunder are reserved by the Council.

                (b)           Proprietary Notices.  Subscriber must reproduce and include on any copies of Search Results any and all copyright notices and other proprietary notices that appear on the original Search Results.

                (c)           Affiliates.  The rights granted in this Agreement are limited solely to the Subscriber and do not extend to any subsidiary, parent, related or affiliated organizations, or to any third party.

7.   ownership. 

                (a)           Ownership.  The Services, Search Results, User Name, Password and any and all modifications, bug fixes, updates and derivative works thereof or thereto, and all existing and future worldwide intellectual property rights therein, are and shall remain the exclusive property of the Council or its licensors or suppliers, as applicable. Except for the limited rights granted under Section 5, Subscriber shall have no right, title, or interest in or to the Services, Search Results, User Name or Password.

                (b)           Trademark Information.  The “Connecticut Grantmakers Online” service marks and other Council marks and logos are and shall remain service marks and trademarks of the Council. Other trademarks, service marks, and logos used in the Services or the Council web site are the trademarks, service marks, or logos of their respective owners, and nothing in this Agreement shall be deemed to grant Subscriber and rights or interests therein.

8.   CONFIDENTIALITY.

                (a)           Protection.  Subscriber shall not use any Confidential Information for any purpose other than as permitted by Section 5, and Subscriber shall disclose Confidential Information only to the employees or agents of Subscriber who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Subscriber’s duty hereunder. Notwithstanding and without limiting the foregoing, Subscriber shall disclose Subscriber’s User Name and Password only to Subscriber’s Authorized Users. Subscriber shall protect all Confidential Information from unauthorized use, access, or disclosure in the same manner as Subscriber protects its own confidential or proprietary information of a similar nature (and with no less than reasonable care).

                (b)           Exclusions and Exceptions.  Subscriber’s obligations under Section 8(a) with respect to any Confidential Information will terminate if and when Subscriber can document that such information: (i) was already lawfully known to Subscriber at the time of disclosure by the Council; (ii) is disclosed to Subscriber by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of Subscriber has become, generally available to the public; or (iv) is independently developed by Subscriber without access to, or use of, the Confidential Information. In addition, Subscriber shall be allowed to disclose Confidential Information to the extent that such disclosure is (A) approved in writing by the Council; (B) necessary for Subscriber to enforce its rights under this Agreement in connection with a legal proceeding; or (C) required by law or by the order or a court of similar judicial or administrative body, provided that Subscriber notifies the Council of such required disclosure promptly and in writing and cooperates with the Council, at the Council’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

                (c)           Return of Confidential Information.  Immediately upon the written request of the Council or the expiration or termination of this Agreement (whichever comes first), Subscriber shall permanently erase all electronic copies of any Confidential Information in Subscriber’s control or possession. At the Council’s request, Subscriber shall certify in writing that it has fully complied with its obligations under this Section 8(c).

9.  DISCLAIMER OF WARRANTY.  The Services AND all search results ARE provided “As Is,” and THE COUNCIL and its suppliers and licensors expressly disclaim any and all warranties and representations of any kind with regard to any subject matter of this Agreement, including, without limitation, any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. THE COUNCIL DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.  No oral or written information or advice given by THE COUNCIL, its employees, OFFICERS or agents SHALL create any new warranties. The entire risk as to the quality, accuracy, adequacy, completeness, currency, correctness or validity of any information or material provided by or through the ServiceS (INCLUDING, WITHOUT LIMITATION, ANY SEARCH RESULTS) rests with the Subscriber. THE COUNCIL has no control over the content of the World Wide Web sites or web pages that may be accessed from the COUNCIL Web Site or the Services Web Site through hypertext links, and THE COUNCIL is not responsible for the content of such web sites or web pages. such links are provided for subscriber’s convenience only and subscriber accesses such WEB sites and web pages solely at subscriber’s risk.

10.  Indemnification.

                (a)           Indemnification by the Council.  The Council shall indemnify and defend Subscriber from and against damages, liabilities, losses, fees, expenses, penalties and costs (including reasonable attorneys’ fees, costs and disbursements) arising as a direct result of all claims, suits or proceedings brought by any third party to the extent any such claim, suit or proceeding alleges that the Services (excluding any Search Results), when used in accordance with this Agreement during the Term, infringe any U.S. copyrights or misappropriate any trade secrets (any such claim, suit or proceeding, a “Claim”). If the Services (or any portion thereof) become, or in the Council’s opinion are likely to become, the subject of a Claim, then the Council may, at the Council’s option and expense, either: (i) procure for Subscriber the right to continue exercising the rights licensed to Subscriber in this Agreement, (ii) replace or modify the Services (or portion thereof) so that the Services (or such portion thereof) become non-infringing, or (iii) terminate this Agreement by written notice to Subscriber and refund all Subscription Fees actually paid by Subscriber (if any), on a prorated basis. Notwithstanding the foregoing, the Council shall have no obligation under this Agreement or otherwise with respect to any Claim based upon: (A) any unauthorized use, reproduction, or distribution of the Services or Search Results, (B) any access, use, reproduction, or distribution of the Services or any Search Results after the Council provides Subscriber with written notice that such access, use, reproduction or distribution has been prohibited or superceded or may be infringing on a third party’s intellectual property rights, or (C) any modification of the Services or Search Results by any person other than the Council or its licensors, suppliers, authorized agents or contractors. This Section 10(a) states the Council’s entire liability and Subscriber’s sole and exclusive remedy for infringement claims and actions.

                (b)           Indemnification by Subscriber.  Subscriber shall indemnify, defend and hold harmless the Council and its directors, officers and employees from and against any and all damages, liabilities, losses, fees, expenses, penalties and costs (including reasonable attorneys’ fees, costs and disbursements) arising as a result of or otherwise related to all claims, suits or proceedings to the extent any such claim, suit or proceeding arises from or relates to any acts or omissions on the part of Subscriber or any Authorized User (or any person using Subscriber’s User Name or Password) in connection with the Services or any information or data related thereto not expressly covered by the Council’s obligations of indemnification as set forth in Section 10(a).

                (c)           Indemnification Procedures.  As a condition of the foregoing indemnification obligations, the indemnified party shall (i) promptly notify the indemnifying party of any indemnifiable Claim; (ii) give the indemnifying party sole control over the defense and settlement of such Claim; and (iii) provide reasonable cooperation and assistance to the indemnifying party in conducting its defense, at the indemnifying party’s expense; provided, however, that the indemnified party may participate in the defense at its expense and the indemnified party’s advance written approval is required for any settlement that (A) imposes any obligation of payment on the indemnified party, (B) does not unconditionally release indemnified party, or (C) any binding admission made on behalf of the indemnified party.

11.  LIMITATIONS ON LIABILITY AND REMEDIES.  IN NO EVENT SHALL THE COUNCIL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), EVEN IF THE COUNCIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COUNCIL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES AND ANY SEARCH RESULTS (INCLUDING, WITHOUT LIMITATION, THE COUNCIL’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 10), WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES (OR, IN THE CASE OF MEMBERS, THE MEMBERSHIP FEES) ACTUALLY PAID TO THE COUNCIL BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Subscriber acknowledges that the Subscription Fees (or, in the case of Members, fees attributable to membership) reflect the allocation of risk set forth in this Agreement and that the Council would not enter into this Agreement without these limitations on the Council’s liability.

12.  Term and termination.

                (a)           Initial and Renewal Terms.  Unless earlier terminated as provided in this Agreement, the initial term of this Agreement shall begin upon Subscriber’s acceptance of these terms and conditions and completion of the Application process (as determined by the date on which the Council notifies Subscriber that Subscriber’s account is active) and shall conclude after a period of one (1) year therefrom (the “Initial Term”). Subject to the terms and conditions of this Agreement, including without limitation Subscriber’s continued payment of all Subscription Fees (including, without limitation, any increased Subscription Fees as set forth in Section 4(c)) (or, in the case of Members, fees attributable to continued membership, if any), this Agreement shall automatically be extended for additional terms of one (1) year each (each, a “Renewal Term”) unless either party gives the other written notice of non-renewal at least fifteen (15) days before the expiration of the Initial Term or then-current Renewal Term. “Term” means, collectively, the Initial Term and any applicable Renewal Terms.

                (b)           Termination for Cause.  Either party may terminate this Agreement immediately if the other party is in material breach of any term or condition of this Agreement (including without limitation, in the case of Subscriber, any failure to make any payments when due) and fails to cure such material breach within thirty (30) days of notice from the non-breaching party of such breach. Notwithstanding the foregoing, the Council may terminate this Agreement immediately upon notice to Subscriber for Subscriber’s breach of Sections 5, 6, 7 or 8.  

                (c)           Termination for Convenience.  Notwithstanding anything herein to the contrary, the Council may, at the Council’s sole discretion, terminate this Agreement for any reason upon thirty (30) days prior written notice to Subscriber, subject to a pro rata refund of the Subscription Fees actually paid by Subscriber (if any) for the remaining portion of the Initial Term or then-current Renewal Term, as applicable.  

                 (e)           Effects of Termination.  In the event of the termination or expiration of this Agreement for any reason, Sections 1, 4, 7, 8, 9, 10, 11, 12(e) and 13 shall survive; provided, however, that if termination is for Subscriber’s (or any Authorized User’s) breach of this Agreement, then Section 10(a) shall not survive. Promptly upon any expiration of termination of this Agreement, Subscriber shall immediately cease all use of the Services, any Search Results and all information related thereto. Except as expressly provided in Sections 3, 10(a)(iii) and 12(c), in no event shall Subscriber be entitled to a refund (in whole or in part) of any Subscription Fees or other amounts paid by Subscriber upon any expiration or termination of this Agreement. 

13.  General.

                (a)           Assignment.  Subscriber shall not assign, delegate or transfer (including, without limitation, by operation of law) any of Subscriber’s rights or duties under this Agreement without the express prior written consent of the Council, and any purported or attempted assignment, delegation or transfer in violation of the foregoing shall be null and void and without force or effect.

                (b)           Compliance with Laws.  Subscriber shall, at all times, comply with all federal, state and local laws with respect to Subscriber’s use of the Services. 

                (c)           Dispute Resolution; Governing Law; Forum.  This Agreement, and all other aspects of Subscriber’s access to and use of the Services, shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to any conflict of laws rules. All claims and disputes arising out of or related to this Agreement or the Services or use of the Services shall be submitted to and resolved by binding arbitration, with a single arbitrator, pursuant to the rules and regulations and under the auspices of the American Arbitration Association. Any arbitration proceeding shall take place in the City of Hartford, Connecticut. Any award from any arbitration conducted pursuant to this Section 13(c) may be enforced in any court of competent jurisdiction, and each party to this Agreement irrevocably submits to the jurisdiction of the state and federal courts sitting in the City of Harford, Connecticut. Each party (and each Authorized User) hereby waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any arbitration proceeding or action to enforce the arbitrator's award, the prevailing party shall be entitled to costs and attorneys’ fees.

                (d)           Force Majeure.  Except for a party’s obligation to pay any Subscription Fees or other amounts due, neither party is liable for failure to perform solely caused by unforeseeable force majeure circumstances beyond such party’s control (“Force Majeure”). The party experiencing the Force Majeure circumstances must notify the other party of the delay as soon as reasonably possible, and cooperate in minimizing the impact of such Force Majeure. If such circumstances occur, the injured party may elect to terminate this Agreement in whole or in part upon written notice.

                (e)           Waivers.  The failure of either party to exercise any right may not be construed to be a waiver unless agreed upon in writing in a hardcopy format signed by both parties. A waiver in any one instance will not constitute an amendment to this Agreement or indicate any continued waiver of such right(s) on any other occasion.

                (f)            Modifications or Amendments.  No modifications or amendments may be made to this Agreement unless in hardcopy writing and signed by the Council. 

                (g)           No Oral Agreements; Other Agreements.  This Agreement supersedes all prior oral communications and agreements of the parties with respect to the Services and content hereof. Each party hereby acknowledges and agrees that the parties may have entered into or may enter into other agreements that relate to the Services and content hereof, and, to the extent possible, this Agreement shall be interpreted to avoid any ambiguity, conflict or inconsistency with such other agreements. Sections 5, 6, 7, 8, 9, 10 11 and 13(g) shall control in the event of any ambiguity, inconsistency or conflict with any other agreements between the parties.