PrivCo Subscription Agreement and Terms of Service International Client Rider
Last Updated August 27, 2024
PrivCo Inc., a New York corporation (“PrivCo”), provides Services and access to Data to Clients on a subscription basis. Client’s use of Services and access to Data is conditioned upon acceptance of terms contained in the Subscription Agreement and Terms of Service as well as applicable Order Form(s). This International Client Rider (the “International Rider”) provides additional terms applicable to Clients using PrivCo Services or Data outside of the United States of America. This International Rider, along with the Subscription Agreement and Terms of Service and any applicable Order Form(s) shall be referred to collectively as the “Agreement”.
The "Subscription Agreement and Terms of Service " are the terms and conditions available at https://www.privco.com/terms-of-use, which are hereby incorporated into this Agreement by reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PrivCo Services Terms of Use. In the event of any conflict between this Agreement and the PrivCo Services Terms of Use, the terms of this Agreement shall govern.
1. Governing Law and Jurisdiction#
The Agreement shall be governed by and construed in accordance with the laws of New York State, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement, including but not limited to disputes over interpretation, performance, or enforcement, shall be instituted exclusively in the federal courts located within New York State. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, and expressly waives any objections or defenses based on improper venue, forum non conveniens, or similar doctrines.
2. Dispute Resolution#
All claims, disputes, and other matters in question between the Parties to this Agreement arising out of or relating to this Agreement shall be decided by binding arbitration in New York State, in accordance with the Federal Arbitration Act and the International Dispute Resolution Procedures of the International Centre for Dispute Resolution (ICDR) then in effect, subject to the limitations of this Section. This Section and any other agreement or consent to arbitrate entered into will be specifically enforceable under the prevailing law of any court having jurisdiction. Unless agreed otherwise, the Parties, the Parties’ attorneys, and the arbitrators shall treat the arbitration, any disclosures made during the arbitration, and the decision of the arbitrators as confidential, except to the extent necessary in connection with a judicial challenge to, or enforcement of an award, or as otherwise required by law. In the event the foregoing arbitration provisions become inapplicable, each Party hereto hereby irrevocably (i) waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, and (ii) submits and consents to the exclusive jurisdiction of the State of New York and the selection of venue in the federal courts located within New York State, and no other courts.
3. Waiver of International Jurisdiction#
Client agrees to irrevocably waive any and all objections to the exclusive jurisdiction and venue of the federal courts located in New York State for any disputes arising out of or relating to this Agreement. This includes, but is not limited to, objections based on the doctrine of forum non conveniens, lack of personal jurisdiction, improper venue, or any similar doctrines that would otherwise preclude or limit such jurisdiction and venue. Client expressly consents to the handling of all such disputes in these courts, acknowledging that this waiver is a material inducement for PrivCo to enter into this Agreement. Further, Client agrees that any judgment or order rendered by these courts shall be final, binding, and enforceable in any jurisdiction, and Client waives any right to contest the enforcement of such judgment or order on any grounds.
4. Compliance with Local Laws#
Client shall comply with all applicable laws and regulations of the jurisdiction in which the Client uses the Services or accesses the Data. This includes, but is not limited to, the General Data Protection Regulation (GDPR), the Directive on Privacy and Electronic Communications (ePrivacy Directive), and other local data protection laws in Europe or Client’s jurisdiction. PrivCo makes no representation that the Services or Data are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.
5. Export Control#
Client agrees to comply with all applicable U.S. export control laws and regulations, including but not limited to the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and all sanctions programs administered by the Office of Foreign Assets Control (OFAC). Client represents and warrants that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or restricted transactions, including but not limited to countries identified on OFAC's sanctions lists and the EAR's Country Group E. Client also represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties, including but not limited to the Department of Commerce's Denied Persons List, Entity List, or Unverified List, the Department of State's Debarred Parties List, and the Department of Treasury's Specially Designated Nationals and Blocked Persons List. Client agrees to provide PrivCo with all necessary information to ensure compliance with these laws and regulations and to immediately notify PrivCo if Client's status changes with respect to any of these representations and warranties.
6. Taxes#
Client shall be responsible for the payment of all taxes, including but not limited to sales, use, value-added, goods and services, excise, customs duties, import duties, levies, or other similar taxes, fees, or charges imposed by any governmental authority, whether domestic or international, arising from or related to the Services provided under this Agreement. Client shall also be responsible for any related penalties and interest. In the event PrivCo is required to collect or pay any such taxes, duties, or fees on behalf of Client, Client shall reimburse PrivCo for the full amount thereof promptly upon receipt of an invoice.
7. Data Privacy and Security#
Client acknowledges and agrees that PrivCo may process personal data in accordance with its Privacy Policy, available at https://www.privco.com/privacy-policy, and applicable local and international data protection laws. Client shall ensure that it has obtained all necessary consents and lawful bases for PrivCo to process such personal data. Client shall also implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage. Furthermore, Client agrees to cooperate fully with PrivCo in the event of any data breach or incident involving personal data, including providing prompt notification and necessary assistance to mitigate the impact of such breach or incident.