1. These Terms of Sale and Use (the “Terms”) set out the terms and conditions upon which we, Infiniti Research Ltd., registered company number 04922062, VAT number GB859910775, of 8 Wimpole Street, London W1G 9SP, UK and our affiliates and associated offices, through our BizVibe brand (collectively “Infiniti Research”, “BizVibe”, “we”, “us”, “our”,) make available our website (the “Website”), any content and features published on the Website or otherwise made available to you (“Content”) and research, subscription and other services (“Services”) to visitors, subscribers, users and other individuals who directly or indirectly access the Website, Content or Services or contact us (each a “User”, “Customer”, “you”, “your”). ). ‘We’, ‘our’ and ‘us’ also refer to the applicable Infiniti Research entity in the section entitled ‘Which Infiniti Research entity is the Customer contracting with?’ below.
  2. By using our Website, Content or Services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Website, Content or Services. We recommend that you print a copy of these Terms for future reference.
  3. If you have any questions, complaints or other requests you can contact us at hello@bizvibe.com.
  4. In joining BizVibe.com, you should be able to identify yourself as a director, officer or an employee of a company and act solely as an agent of that company to fill in all the mandatory fields on the registration forms to become a member of BizVibe.com. BizVibe.com Users must be business users, over the age of 18. If you are not a director, officer or an employee of a company and if you are not over the age of 18 years, you must NOT use our website or register with BizVibe.com.
  5. You guarantee that the data you share with us is accurate and true. You agree to provide a real email address, of which you are the actual owner. You waive any claim and/or legal action against Infiniti Research if you do not receive service messages from Infiniti Research sent by email to the address you have provided.
  6. Once registered, you are solely responsible for maintaining the confidentiality of your login and password. This must not be communicated to or shared with third parties. In no case will Infiniti Research be held responsible for the loss of your username and/or password. In the event that you misuse the login and authentication login/password, we reserve the right to terminate your account without prior notice. You will be solely liable for the use of the login and authentication login/password by third parties or for actions or statements made through your account, whether fraudulent or not, unless we are at fault.
  7. You hereby agree to indemnify Infiniti Research against any claim, fine or damages resulting from such misuse. Infiniti Research does not have the means to check the identity of people registering for its services. We will not be held responsible for any alleged or actual identity theft. If you think that someone is using your account or your identity, you must inform us immediately by email at Email: hello@bizvibe.com or by post at: Infiniti Research Limited, 8 Wimpole Street, London, W1G 9SP, United Kingdom.
  8. Before inviting other contacts, members must warrant that such individuals have given their consent to be contacted by BizVibe.com.
  9. Infiniti Research reserves the right to deactivate the accounts of members who have not connected to the service for a period of three months or more. Such Users will not be entitled to a refund.
  10. This version of these Terms was published on February 1st, 2022.
  11. Restrictions of Use
    11.1 By using BizVibe.com, you agree to:
    1. (i) Respect the intellectual property of BizVibe.com, other users and third parties;
      (ii) Not distribute data or representations that are illegal, untrue, misleading or otherwise offensive;
      (iii) Deal in good faith with BizVibe.com and other users; and
      (iv) Not overload the BizVibe.com service.
    11.2 Failure to comply with our Restrictions of Use constitutes a material breach of these Terms, and may result in our taking any action we may deem appropriate including all or any of the following actions:
    1. (i) Immediate, temporary or permanent withdrawal of your right to use or access our Website, Content and Services including without limitation any Reports or Subscription Service under the Sale and Subscription Terms.
      (ii) Immediate, temporary or permanent removal of any Contribution uploaded by you to our Website.
      (iii) Issue of a warning to you.
      (iv) Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach, or further legal action against you.
      (v) Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
    11.3 By using BizVibe.com, you also agree to observe the following rules:
    1. (i) To comply with these Terms and all applicable laws in force;
      (ii) To respect the rights of third parties. and
      (iii) You agree to refrain from engaging in the following actions:
      1. a. Use of any insulting or defamatory content, regardless of whether said contents are directed at another user or BizVibe.com personnel or other companies;
        b. Unreasonably annoying communications (such as spam) with any other user;
        c. Use or promotion of any commercial practices considered unfair competition;
        d. Use without authorization of any contents protected by law, or advertisement, promotion, offer or distribution of any goods or services protected by law; and/or
        e. Use of any content that violates any applicable legislation for the protection of minors; or advertisement or promotion, offer or distribution of any products which do not comply with any applicable legislation for the protection of minors.
    11.4 All Users of BizVibe.com are prohibited from the following:
    1. (i) Distributing or publicly disclosing the contents of the BizVibe.com website or any other user;
      (ii) Blocking, overwriting, modifying and copying of any content from BizVibe.com;
      (iii) Employing any mechanisms, software or scripts for harvesting information when using BizVibe.com;
      (iv) Sending, knowingly receiving, uploading, downloading, using or re-using any material which does not comply with our content standards;
      (v) Transmitting, or procuring the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and
      (vi) Knowingly transmitting or introducing any data, sending or uploading any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    LICENSE TYPES: WE OFFER THE FOLLOWING LICENSE TYPES:
  12. Buyers- who can shortlist, evaluate and collaborate with potential suppliers.
    12.1 Buyer – Product Features
    If you purchase a licence as a buyer, you will be able to:
    1. (i) Access Supplier Profiles;
      (ii) Create Intro Events;
      (iii) Create RFI Events;
      (iv) Create RFP Events;
      (v) Create Categories;
      (vi) Add Users/Licenses;
      (vii) Track Company News; and
      (viii) Utilise ERP Integration (SAP Ariba).
    12.2 Buyer – Product Details
    1. (i) Starter License: Upon email verification, each User can access up to 30 free company profiles, can create 2 Intro Events, 2 RFI Events, 2 RFP Events and unlimited Categories per year.
      (ii) Pro License: Each User can access up to 300 companies, can create 100 Intro Events, 100 RFI Events, 100 RFP Events and unlimited Categories per year. 15 additional users/licenses may be added, 50 “Company News” may be tracked and ERP Integration (SAP Ariba) is included.
      (iii) Premium License: Each User can access up to 750 company profiles, and can create 250 Intro Events, 250 RFI Events, 250 RFP Events and unlimited Categories per year. 50 additional users/licenses may be added, 100 “Company News” items may be tracked and ERP Integration (SAP Ariba) is included.
      (iv) Enterprise License: Users may access an unlimited number of profiles per year, and can create an unlimited number of Intro Events, RFI Events and RFP Events, and unlimited Categories per year. 51 + additional users/licenses may be added, unlimited “Company News” items may be tracked and ERP Integration (SAP Ariba) is included. Pricing is customised based on User requirements.
    Buyer
    Features (limits are per user per year) Starter Pro Premium Enterprise
    Profiles (you can view) 30 300 750 Unlimited
    Intro Event (you can create) 2 100 250 Unlimited
    RFI Event (you can create) 2 100 250 Unlimited
    RFP Event (you can create) 2 100 250 Unlimited
    Categories (you can create) Unlimited Unlimited Unlimited Unlimited
    No. of Users/Licenses you can add 1 15 50 51+
    Company News (you can track) NA 50 100 Unlimited
    ERP Integration (SAP Ariba) NA Yes Yes Yes
    Pricing Free $9.99 (+ taxes, as applicable) per user per month $20 (+ taxes, as applicable) per user per month Customised based on requirements
    Additional Events $10 (+ taxes, as applicable) per event $10 (+ taxes, as applicable) per event $10 (+ taxes, as applicable) per event NA
    *This pricing may be subject to change. Such changes will be communicated to users.
  13. Sellers- who can accurately target buyer accounts to search less, sell more and fuel growth.
    13.1 Seller – Product Features
    1. If you purchase a licence as a seller, you will be able to:
      (i) Access Company Profiles;
      (ii) Create Intro Events;
      (iii) Create RFI Events;
      (iv) Create RFP Events;
      (v) Add Users/Licenses;
      (vi) Track Company News; and
      (vii) Utilise CRM Integration (Salesforce and MS Dynamics).
    13.2 Seller – Product Details
    1. (i) Starter: Free. Users can access up to 30 company profiles, and can create 1 Intro Event, 1 RFI Event, 1 RFP Event per year. 1 additional User/License may be added. (On email verification, users can access 30 free profiles.)
      (ii) Pro: Users can access up to 300 companies, and can create 12 Intro Events, 12 RFI Events, 12 RFP Events per year. 15 additional users/licenses may be added, 50 “Company News” items may be tracked and CRM Integration (Salesforce and MS Dynamics) is included.
      (iii) Premium: Users may access up to 750 company profiles per year, and can create 30 Intro Events, 30 RFI Events, 30 RFP Events per year. 50 additional users/licenses may be added, 100 “Company News” items may be tracked and CRM Integration (Salesforce and MS Dynamics) is included.
      (iv) Enterprise License: Users may access an unlimited number of profiles per year and can create an unlimited number of Intro Events, RFI Events and RFP Events. 51+ additional users/licenses may be added. Unlimited “Company News” items may be tracked and CRM Integration (Salesforce and MS Dynamics) is included. Pricing available on request.
    Seller
    Features (limits are per user per year) Free Pro Premium Enterprise
    Profiles (you can view) 30 300 750 Unlimited
    Intro Event (you can participate on invitation) 1 12 30 Unlimited
    RFI Event (you can participate on invitation) 1 12 30 Unlimited
    RFP Event (you can participate on invitation) 1 12 30 Unlimited
    No. of Users/Licenses you can add 1 15 50 51
    Company News (you can track) NA 50 100 Unlimited
    CRM Integration (Salesforce and MS Dynamics) NA Yes Yes Yes
    Pricing Free $9.99 (+ taxes, as applicable) per user per month $20.00 (+ taxes, as applicable) per user per month Customised, based on requirements
    Additional Events $10 (+ taxes, as applicable) per event $10 (+ taxes, as applicable) per event $10 (+ taxes, as applicable) per event NA
    *This pricing may be subject to change. Such changes will be communicated to users.
    14. PAYMENT
  14. Licenses are billed annually in advance, with auto-renewal, no refund, and cancellation at any time. Customers shall pay invoices immediately on receipt.
  15. You shall pay to us all invoiced amounts in full, without any set-off, counterclaim or deduction, and in accordance with license.
  16. Unless you object, we may keep your payment details, for e.g. credit card details, for up to 2 years after the last transaction to facilitate future payments.
    17. RENEWAL AND RETURNS
  17. In case of paid membership, your membership will be renewed automatically on the same terms at the end of your subscription. You can stop automatic renewal of your paid membership at any time by informing us at least ten working days in advance.
  18. Termination: Due to the nature of our information services which are consumed instantly upon receipt, we operate a no returns policy. We encourage you to exhaust every opportunity to ensure a License meets your needs before placing an order.
  19. You can delete your BizVibe.com account at any time without having to provide any notice. The deletion of your account and of your personal details will be effective within fourteen working days.
  20. In case of paid memberships, you will not be entitled to a refund for the remainder of your subscription. In the event of a breach on your part of this agreement, BizVibe.com reserves the right to suspend or terminate your account without notification or compensation. This termination shall occur without prejudice to all damages and interests that may be claimed against you by BizVibe.com or its assignees and legal representatives as remedy for any damages incurred as a result of such failures.
    21. WHAT WE PROVIDE
  21. Our Content is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of our Content.
  22. We do not intend and are not authorized to give financial advice, so you should not rely on the information provided on our Website or in our Content when making an investment decision. You should consult an appropriate professional for any financial advice to meet your needs. None of the information on our Website or in our Content is to form the basis of or be relied on in connection with any agreement or arrangement that you may at any time enter into with us or any third party.
  23. We shall not be responsible or liable for any losses or damage that anyone may suffer as a result of relying on the information provided on our Website or in our Content, nor shall any of the companies in our group.
  24. Although we make reasonable efforts to update our Content, where appropriate, we make no representations, warranties or guarantees, whether express or implied, that our Content is accurate, complete or up to date.
    25. USER-GENERATED CONTENT
  25. This Website may include information and materials uploaded by other Users, including to bulletin boards and chat rooms or chat facilities. This information and these materials have not been verified or approved by us. The views expressed by other Users on our Website do not represent our views or values.
  26. Whenever you make use of a feature that allows you to upload content to our Website, or to make contact with other Users, you must comply with the content standards set out in these Terms of Sale and Use, and you further warrant that any personal data included in uploads will comply with applicable data protection law.
  27. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
  28. Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Content, but you are required to grant us and other Users a limited license to use, store and copy that content and to distribute and make it available to third parties. You agree that we may use any ideas, concepts, know-how, or techniques that you send us for any purpose.
  29. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
  30. We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Terms of Sale and Use.
  31. You are solely responsible for securing and backing up your content.
    32. INTELLECTUAL PROPERTY
  32. Subject to the payment of applicable fees, Infiniti Research grants paid Customers a limited, revocable, worldwide, non-transferable right to use BizVibe Content for the duration of the license term.
  33. All the trademarks, logos, graphics, photographs, animations, videos and texts included on the BizVibe.com Website are the intellectual property of Infiniti Research or its partners and may not be reproduced, used or represented by third parties without the prior written consent of Infiniti Research.
  34. BizVibe.com grants usage rights under digital format on your computer for the purpose of browsing our website. Printing is authorized only for personal use, by individual users. Copies should not be distributed. Any other use is prohibited without the prior written consent of Infiniti Research.
  35. Any content posted by a member on the BizVibe.com website in which member owns or licenses copyright is subject to a non-exclusive, royalty-free, sub licensable, transferable license from member to Infiniti Research. This license specifically grants Infiniti Research the right to reproduce, represent, adapt, translate, digitize, use for advertising, commercial or non-commercial purposes, to sub-license any of your content and to modify the aforementioned content to respect the graphic appearance of the BizVibe.com site and/or make it compatible with its technical performance requirements.
  36. Members agree not to post any content that infringes third-party intellectual property rights and shall indemnify and hold harmless Infiniti Research in respect of any third-party claims regarding intellectual property rights in content posted by members.
  37. You are prohibited from copying, reproducing, downloading, distributing, transmitting, modifying, commercially exploiting and/or distributing in any manner whatsoever the content of the BizVibe.com site, subject to your rights in content posted by you.
  38. All mentioned logos, copyrights, trademarks and service marks are those of their respective owners.
    39. INTELLECTUAL PROPERTY FOR CUSTOM PROFILES
  39. Infiniti Research grants the Customer the exclusive, irrevocable, worldwide right to use any product developed exclusively for the Customer.
    40. OUR LIABILITY
  40. Other than in connection with a party’s indemnification obligations at Clause 41, in no event will either the Customer’s or Infiniti Research’s (or its affiliated entities’) aggregate liability arising out of or in relation to the Terms of Sale and Use (whether in contract or in tort or under any other theory of liability) exceed the total amount paid by the Customer hereunder in the twelve (12) months preceding the last event giving rise to liability. The foregoing will not limit the Customer’s payment obligations under the Payment section above.
  41. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation and any applicable consumer rights.
  42. We exclude all implied conditions, warranties, representations or other terms that may apply to our Website, Content or Services.
  43. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our Website, Content or Services, or use of, or reliance on, our Website, Content or Services or User-generated content.
  44. In particular, we will not be liable for:
    (i) loss of profits, sales, business, or revenue;
    (ii) business interruption;
    (iii) wasted expenses;
    (iv) loss of anticipated savings;
    (v) loss of business opportunity, goodwill or reputation; or
    (vi) any indirect or consequential loss or damage.
  45. We exclude our liability for all action we may take in response to breaches of these Terms.
    46. WE ARE NOT RESPONSIBLE FOR VIRUSES
  46. We cannot guarantee the speed or security of the Website, Content and Services. We shall not be responsible for the presence of any viruses, electronic bugs, Trojan horses, etc., and any damage that they may cause or loss that you may suffer, directly or indirectly, as a result of a virus attack that is traced to our Website, Content and Services.
  47. You are responsible for configuring your information technology, computer programmes and platform to access our Website, Content and Services. You should use your own virus protection software.
    48. LINKS TO OUR WEBSITE, CONTENT OR SERVICES
  48. Links to, and embedding text from, our Website, Content and Services are permitted but only provided that the linking site or object meets the standards that apply to each Contribution as set out in our Restrictions of Use. We reserve the right that links and embedded text be removed from any linking site or object at our sole discretion at any time.
  49. We will not allow any use of our logo as a ‘hot’ link to our Website, Content and Services unless we approve the establishment of such a link in advance and in writing.
  50. Where our Website, Content and Services contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
  51. We exclude all liability for any third-party material made available on/in our Website, Content and Services or contained on any third-party website that it links to. Any contract concluded with a third-party company of a linked site will be between you and that company only and will be subject to their terms and conditions. You are responsible for viewing and complying with the terms and conditions posted at the linked sites.
    52. COPYRIGHT TAKE DOWN NOTICE PROCESS
  52. If you believe that any intellectual property rights held by you or a person on whose behalf you are authorized to act have been infringed, you should notify our legal department in writing using our online form here. We have a process in place to respond to your concerns. You must provide the following information:
    (i) identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and location of such material;
    (ii) the date and time the material was posted;
    (iii) the username of the person who posted the material;
    (iv) reasons why the material should be deleted, along with evidence of this;
    (v) copies of any communication with the person who posted it (if any); and
    (vi) your name, address, daytime phone number, and email address, if available;
    We will take appropriate steps, at our sole discretion, to protect the intellectual property rights of third parties if we receive your notice in accordance with the provisions required by the E-commerce Regulations 2002.
    53. DATA PROTECTION
  53. Data Protection Law” means in relation to each party the data protection and data privacy laws applicable to that party, including, where applicable, the Data Protection Act 2018, as amended or replaced from time to time, including by UK GDPR. The terms “controller”, “processor”, “personal data”, “processing” or similar terms shall have the meaning as defined in the UK GDPR.
  54. The parties agree that for the purposes of Data Protection Law, each party is a controller in relation to the personal data in Company Profiles (collectively, the “Report Personal Data”).
  55. Each party warrants on a continuous basis to the other party that it shall comply with its obligations under applicable Data Protection Law in relation to all processing of Report Personal Data.
  56. We will process personal data you provide to us in accordance with our Privacy Notice.
    57. CONFIDENTIALITY
  57. Confidential Information shall include: (i) any confidential materials uploaded by Users to their profiles; and (ii) all information disclosed by one party to the other which is either marked as “confidential” or which would be regarded as confidential by a reasonable business person. Each party shall keep Confidential Information confidential and must not disclose Confidential Information, except to its Affiliates, officers, employees, agents or subcontractors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
  58. Customer must implement appropriate technical, physical and organisational security measures to safeguard the confidentiality of Confidential Information.
  59. Each party may disclose Confidential Information when required by law including without limitation in response to a lawful witness summons, subpoena or similar compulsory process received from a regulatory body, governmental agency or similar body or a court of competent jurisdiction, after giving reasonable notice to the other party, if giving such notice is legally permissible, such notice to be sufficient to give the other party the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
    60. MISCELLANEOUS
  60. Assignment. Subject to the remainder of this clause, neither party may assign, novate, subcontract or otherwise transfer the Agreement, in whole or in part, to any entity or person without the written consent of the other. Infiniti Research may subcontract its obligations under this Agreement without notice. Either party may upon written notice to the other party assign or novate this Agreement to a successor entity in the event of an acquisition, merger or restructuring, whether by equity or asset transfer. Any other attempt to assign, novate, subcontract or otherwise transfer the Agreement is void. Neither party may hold this Agreement on trust for any other person.
  61. If any term of this Agreement, in whole or in part, is invalid, illegal or unenforceable, the rest of the Agreement will continue in force unaffected.
  62. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
  63. No Waiver. Neither party will be treated as having waived any rights by not exercising, or delaying the exercise of, any rights under this Agreement.
  64. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
  65. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) unless it expressly states that it does. No BizVibe.com content may be used or relied on by any third party without the prior written consent of Infiniti Research; such consent will not be unreasonably withheld but may be subject to applicable fees.
  66. All notices of termination or breach must be in English, in writing and addressed to the other party’s primary contact person or legal department. Notice will be treated as given on receipt, as verified by a valid receipt, electronic log or other valid evidence of service.
  67. Compliance with Anti-Bribery Laws. In performance of its obligations under this Agreement, each party will comply with all applicable commercial and public anti-bribery laws, including the Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 (“Anti-Bribery Laws”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, each party will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.
  68. Which Infiniti Research entity is the Customer contracting with? All references to ‘Infiniti Research’, ‘we’ or ‘us’ under the Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with the Agreement and which courts have jurisdiction over any such dispute or lawsuit depends on where the Customer is domiciled.
    Domicile Infiniti Research Contracting Party Governing Laws Venue
    United States Infiniti Research, Inc. Illinois, USA Chicago, Illinois
    Canada Infiniti Research Marketing Solutions Limited Ontario, Canada Toronto, ON
    Rest of world (except USA and Canada) Infiniti Research Limited England and Wales London, England
  69. Dispute Resolution.
    For Customers based in the United States:
    Any dispute arising under or in connection with this Engagement that is not first resolved by the parties shall be determined and settled exclusively by an arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall be selected pursuant to such Rules. The place of arbitration shall be Chicago, United States of America. Any award rendered in such arbitration shall be final and binding on both parties and judgement may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator may only award actual damages and shall not have the right to award any other damages, including punitive, incidental or consequential damages.
    For Customers based in Canada:
    Any dispute arising under or in connection with this Engagement that is not first resolved by the parties shall be determined and settled exclusively by an arbitrator in accordance with the Commercial Arbitration Rules of the Canadian Arbitration Association then in effect. The arbitrator shall be selected pursuant to such Rules. The place of arbitration shall be Toronto, Canada. Any award rendered in such arbitration shall be final and binding on both parties and judgement may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator may only award actual damages and shall not have the right to award any other damages, including punitive, incidental or consequential damages.
    For Customers not based in the United States or Canada:
    Save for the early issuing of a claim in order to avoid the lapse of a limitation period at law, applying for injunctive relief which is necessary in order to prevent or mitigate loss or damage to property, IPR or loss of confidentiality, no party may commence any court proceedings in relation to any dispute arising out of or in connection with this Agreement. If any such dispute arises: (a) the parties shall within 30 days of a written request from one party to the other, meet in a good faith and attempt to resolve the dispute; and (b) if the dispute is not resolved or the meeting does not take place within that time, the dispute shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the arbitration shall be English; the governing law of the contract shall be English law; the number of arbitrators shall be three; and the seat, or legal place, of arbitration shall be London, United Kingdom. The arbitration shall be binding.
  70. Governing Law and Jurisdiction.
    The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law below, without regard to conflicts of laws, rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and solicitor’s fees.
    For Customers based in the United States:
    This Agreement is governed by the law of the state of Illinois, and, subject to clause 69, the parties submit to the exclusive jurisdiction of the Courts of Illinois, in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information.
    For Customers based in Canada:
    This Agreement is governed by the law of the state of Ontario, and, subject to clause 69, the parties submit to the exclusive jurisdiction of the Courts of Toronto, Ontario, in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information.
    For Customers not based in the United States or Canada:
    This Agreement is governed by English law, and, subject to clause 69, the parties submit to the exclusive jurisdiction of English Courts, in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information.