These Terms and Conditions ("Agreement") govern your participation in the Beta Subscription Program ("Beta Program") offered by Kopernicus Inc.("Company"). By participating in the Beta Program and by ticking the checkbox or otherwise indicating your acceptance, you ("Customer")agree to these terms and conditions. The Company and the Customer may be referred to individually as a "Party" and collectively as" Parties."


1.    Software. Under this Agreement, Companywill provide Customer a non-exclusive license to use the Software Service (asdefined in SCHEDULE A:  Beta Program Overview & Pricing) for Customer's businessoperations.

2.    Technical support. Company will provide Customer with the technicalsupport services as outlined in SCHEDULE A: Beta Program Overview & Pricing.

3.    Duration. The Beta Program will start onthe date the Customer agrees to these Terms and Conditions and will continuefor a period of twelve months ("Beta Period"). This Beta SubscriptionAgreement will automatically transition to a standard subscription agreement 12months from the start date or upon notification by the Company to the Customer,whichever occurs first. This Agreement will automatically renew for successiveone-year terms unless either party provides written notice of non-renewal atleast sixty (60) days before the end of the then-current term.

4.    Fees. The Customer will pay the Companyaccording to the pricing structure detailed in SCHEDULE A: Beta ProgramOverview & Pricing. Payment terms are net 10 days of receipt of invoice bythe Customer.


5.    Restrictions and responsibilities.Customer will not, directly or indirectly:

(a)  reverse engineer, decompile, disassemble or otherwiseattempt to discover the source code, object code or underlying structure,ideas, know-how or algorithms relevant to the Software Service;

(b)  modify, translate, or create derivative works based onthe Software Service;

(c)  use the Software Service for timesharing orservice bureau purposes or otherwise for the benefit of a third; or remove anyproprietary notices or labels.


6.    Customer Obligations.

(a)  Customer represents, covenants, and warrants thatCustomer will use Services only in compliance with Company’s standard publishedpolicies then in effect and all applicable laws and regulations. 

(b)  Customer will use the Service in accordance andcompliance with asdefined in SCHEDULE B:  Flow Down-S&PRequirements.

(c)  Customer hereby agrees to indemnify and hold harmlessCompany against any damages, losses, liabilities, settlements and expenses(including without limitation costs and attorneys’ fees) in connection with anyclaim or action that arises from an alleged violation of the foregoing provisionsof this Section 7 or otherwise from Customer’s use of Services. AlthoughCompany has no obligation to monitor Customer’s use of Services, Company may doso and may prohibit any use of Services it believes may be (or alleged to be)in violation of this Agreement.

7.    Equipment. Customer will be responsible for obtaining andmaintaining any equipment and ancillary services needed to connect to, accessor otherwise use Services, including, without limitation, modems, hardware,servers, software, operating systems, networking, web servers and the like(collectively, “Equipment”). Customer will also be responsible for maintainingthe security of Equipment, Customer account, passwords (including but notlimited to administrative and user passwords) and files, and for all uses of Customeraccount or Equipment with or without Customer’s knowledge or consent.

8.     Confidentiality. Proprietaryrights. Each party (“ReceivingParty”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business,technical or financial information relating to Disclosing Party’s business(hereinafter referred to as “ProprietaryInformation” of Disclosing Party). Proprietary Information of Companyincludes the Software Service and non-publicinformation regarding features, functionality and performance of the Software Service. ProprietaryInformation of Customer includes non-public data provided by Customer toCompany to enable Beta (“Customer Data”).Receiving Party agrees to take reasonable precautions to protect suchProprietary Information, and not to use (except for Beta or as otherwisepermitted herein) or divulge to any third person any such ProprietaryInformation. Disclosing Party agrees that the foregoing will not apply withrespect to any information after five (5) years following thedisclosure thereof or any information that Receiving Party can document:

(a)  is or becomes generally available to the public;

(b)  was in its possession or known by its prior to receiptfrom Disclosing Party;

(c)  was rightfully disclosed to it without restriction bya third party; or

(d)  was independently developed without use of anyProprietary Information of Disclosing Party.

Further, this Section9 will not be construed to prohibit disclosure of Proprietary Information tothe extent that such disclosure is required by law or valid order of acourt or other governmental authority; provided,however, that a Party who has been subpoenaed or otherwise compelled by avalid law or court order to disclose Proprietary Information shall first havegiven sufficient and prompt written notice to the other Party of the receipt ofany subpoena or other request for such disclosure; and shall have made areasonable effort to obtain a protective order requiring that the Proprietary Informationso disclosed be used only for the purposes for which the order was issued.

9.     Customer Data; IntellectualProperty.

(a)   Customer will own allright, title and interest in and to Customer Data. Customer hereby grants to Company anon-exclusive, royalty-free, worldwide licence, together with the right togrant sublicenses, to: (i) access and use Customer Data during the term of thisAgreement to provide the services hereunder; and (ii) use the Customer Data inon an irrevocable and perpetual basis to in connection to improve Company’sproducts and services and for its other business purposes.


(b)  Company will own and retain all right, title andinterest in and to:

(i)         The Software Service, all improvements, enhancements or modifications thereto;

(ii)       any software, applications, inventions or othertechnology developed in connection with Beta; and

(iii)       all intellectualproperty rights related to any of the foregoing.

(c)   Company reserves allrights not expressly granted to Customer in this Agreement. Customeracknowledges and agrees that: (i) except as specifically set forth in thisAgreement, Company and its suppliers own and retain all rights, title andinterest in and to the Software Service and all intellectual property rights in theforegoing. Nothing in this Agreement shall limit in any way Company's right todevelop, use, license, create derivative works of, or otherwise exploit theSoftware Service, or to permit third parties to do so, and no impliedlicenses flow from this Agreement

10. Limited Warranty and Disclaimers.

(a)  BETA Program:  The Customer acknowledges that the Software Service iscurrently in BETA and may contain errors or be incomplete. The Customer agreesto participate in the BETA program with the understanding that the SoftwareService is still under development.

(b)  Software:  Company willuse reasonable efforts consistent with prevailing industry standards tomaintain the Software Service in a manner which minimizes errors and interruptionsin functioning of the Software Service. The Software Service may be temporarilyunavailable for scheduled maintenance or for unscheduled emergency maintenance,either by Company or by third-party providers, or because of other causesbeyond Company’s reasonable control, but Company will use reasonable efforts toprovide advance notice in writing or by e-mail of any scheduled servicedisruption. However, Company does not warrant that functioning of the Software Service will be uninterrupted or error free; nor does it makeany warranty as to the results that may be obtained from use of the Software Service.

(c)  AI, Data and Insights:  Company does not warrant the completeness, accuracy, or timeliness ofthe AI, data or insights provided by the Software Service. The AI, data and insights are provided'as is' and 'as available' without any warranties, express or implied. Customeris advised to review and confirm the insights with a qualified professionaladvisor before making any business or legal decisions.

(d)  Except as expressly set forth in this Section 11, theSoftware Service is provided “as is” and Company disclaims allwarranties, express or implied, including, but not limited to, impliedwarranties of merchantability and fitness for a particular purpose andnon-infringement.

11.  Limitation of liability. Notwithstandinganything to contrary, except for bodily injury of a person, Company and itssuppliers (including but not limited to all equipment and technologysuppliers), officers, affiliates, representatives, contractors and employeeswill not be responsible or liable with respect to any subject matter of this Agreementor terms and conditions related thereto under any contract, negligence, strictliability or other theory:

(a)  for error or interruption of use or for loss or loss, inaccuracyor corruption of Customer Data or cost of procurement of substitute goods,services or technology;

(b)   damages for loss of business, profits,use, data, or other intangibles, arising out of or related to the use of the Software Service;

(c)  or any indirect, exemplary, incidental, special orconsequential damages;

(d)  for any matter beyond Company’s reasonable control; or

(e)   for any amounts that,together with amounts associated with all other claims, exceed the fees paid bycustomer to Company for the Software Service under this Agreementin the 12 months prior to the act that gave rise to the liability,

in each case, whether Company has been advised of thepossibility of such damages.


12. Indemnification: Customer agrees to indemnify and hold Company harmless from any claims,damages, or losses incurred as a result of Customer's misuse of the data orinsights provided by the Service or Customer's breach of this Agreement.

13. Data Source and Accuracy:  Company relies on third-party data sourcesfor the information provided through the Service. Company makes norepresentation or warranty as to the accuracy or reliability of data from thesethird-party sources.

14. Usage Guidelines:  Customer agrees to use the data and insights provided by the Service inaccordance with all applicable laws and regulations and not for any unlawfulpurpose. Customer acknowledges that the insights are for informational purposesonly and that all data and insights be reviewed and verified by a qualifiedprofessional advisor before being relied upon as a basis for making business,legal, or other critical decisions.

15. Professional Verification:  Customer acknowledges that the Service is nota substitute for the advice of a professional advisor. Customer agrees toconsult with a qualified professional advisor to verify the insights and dataprovided by the Service and assess their appropriateness and accuracy beforemaking any decision relating to such insights.

16. Term and Termination. This Agreement begins on the datethe Customer agrees to these Terms and Conditions and, unless terminatedearlier under this Agreement, continues until the end of the Beta Period. ThisBeta Subscription Agreement will automatically transition to a standardsubscription agreement 12 months from the start date or upon notification bythe Company to the Customer, whichever occurs first. Either Party may terminatethis Agreement upon written notice if the other Party materially breaches this Agreementand fails to cure such breach within twenty (20) days following receipt ofwritten notice specifying the breach. Upon expiration or termination of thisAgreement, the Customer will no longer have access to or the right to use theSoftware Service unless the parties enter into an agreement for the continueduse of the Software Service.


17. Independent contractors. Customer and Company are independent contractors in all matters relating to this Agreement, and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Customer and Company.

18.  Governing law. This Agreement is governed by the laws of the State of California, without giving effect to principles of conflicts of law.

19.  Final General Provisions.

(a)  As a perk for involvement in the BETA program, the Market Niche Projections module, powered by S&P Global's consensus estimates from thousands of analysts, is included at no additional cost for the first 12 months.

(b)  This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter.

(c)  This Agreement can be modifiedonly by a written amendment signed by the parties.

(d)  Failure to enforce any provisionsof this Agreement will not constitute a waiver.

(e)  If any provision isunenforceable, the other provisions will remain effective.

(f)   Parties may execute this Agreement by electronicsignatures or by facsimile in counterparts, which taken together willconstitute one instrument.

(g)  Neither party may assign ortransfer this Agreement without the prior written consent of the other party.

(h)  Any notice under this Agreementmust be in writing and delivered personally or by overnight courier or sent byemail.

(i)   The section headings of this Agreementare for convenience only and have no value for interpretation of agreement.

(j)   The following provisions survivetermination or expiration of this Agreement: 7(c), 8 (Confidentiality. Proprietaryrights), 11 (Limitations of liabilities), 13(Indemnification), 18 (Governing law) and 19 (General Provisions).






SCHEDULE A:  BetaProgram Overview & Pricing


The Software Service:

Usage of the Kopernicus Inc. platform enabling users to study Strategic Market Intelligence of market niches with atomic specificity (the “Software Service”).



Report Types included:

·        Strategic Market Analysis:  

i)        Comprehensive analysis of 74 as defined by S&P Global standard industries

ii)      Select, refine, and curate peer groups comprising well over 100,000+ market niches from any country, region or globally.

iii)     Quickly see underlying forces, dynamics, trend, market size and deeper strategic implications, to identify where to allocate attention and resources.    

·        Benchmarking Analysis:  

i)        Analysis of company asit compares to its peer group, including strategic implications.


Pricing Schedule:

 Current pricing schedule can be found at: https://www.kopernicus.com/payment

Beta Program Perk:


As a perk for involvement in the BETA program, the Market Niche Projections module, powered by S&P Global's consensus estimates from thousands of analysts, is included at no additional cost for the first 12 months.


30-Day Money-Back Guarantee:


All purchases come with a 30-daymoney-back guarantee. If the information in a report does not meet the standardindicated in the product description or sample report and the Company is unableto provide supplementary information to meet that standard, a full refund willbe offered for that report.





SCHEDULEB: Flow Down S&P Requirements

Portionsof the Software Services may contain content from a supplier of data, information, software, services or other items that are part ofotherwise used in connection with the SoftwareServices (“Third-party Provider”). Accordingly, Customer agrees that its access and use of a Third-party Provider’s contentare subject to such Third-party Provider’s additionalterms and conditions as set forth on
http://marketintelligence.spglobal.com/ThirdPartyProviderAdditionalTermsandConditions.For purposes of interpreting such Third-party Provider Additional Terms and Conditions, the term “Subscriber” used therein shall be deemedto refer to Customer.


Customer acknowledges and agrees that

(i)       It shallnot use the data provided in the SoftwareServices (the “Derived Data”)in connection with any other product or service other than the Software Service, and shall not create any further derived works basedon the Derived Data, but itmay distribute de minimus amountsof the Derived Data to itscustomers or potential customers in pdf format for their internal business use only, including reports and presentations. Notwithstanding the foregoing, Customer may publish a limited amount of Derived Dataon public websites. For avoidance of doubt, Customer may not display any ofthe Software Services, including the Permitting Data Fields, in any publication on public websites;

(ii)     It  shall indemnify and defend Company from and against anyand all costs, claims, damages or liabilities (including reasonable attorneys’fees) arising out of any claim orlitigation against Company arising out of any use or distribution of the DerivedData; and

(iii)    upon termination ofthis Agreement Customerwill promptly purge andpermanently delete the Derived Data from all electronic systems,and to provide all reasonable cooperation to Company toverify compliance with this obligation.


Customer may provide access to the Derived Data and, subjectto the restrictions in thisAgreement Appendix B, the PermittedData Fields (as defiedbelow) to its employeesfor their internal use andfor distribution of de minimus amounts of the Derived Dataand Permitted Data Fields to Customer’s customers andpotential customers in pdf format for their internal use only, includingreports and presentations. Notwithstanding theforegoing, Customer may publish a limited amount of Derived Data on publicwebsites provided that S&P’s name or trademarks are not used in suchpublication. For avoidance of doubt, Customers may not display any of the SoftwareServices, including the Permitting Data Fields, in any publication on publicwebsites. and (b) can access any SoftwareService(s) containing Derived Data and Permitted Data Fields only via apassword/user ID issued by Company or other restricted means identifiedon the applicable Order Schedule. For purposes of this Agreement, “Permitted DataFields” means any of the following data fields that maybe included in the Software Service: aggregate calculations of gross profit, revenue, long business descriptions, and SIC industry names.


Customer agreesas follows:

(i)       Companymay provide each of Customer’s authorized users of the Software Service (“DesktopUsers”) with the ability to download portions of the S&P Services includedin the Software Service on a limited basis, solely for each such Desktop User’sown individual internal business use;

(ii)     Eachof Customer’s authorized users of the Software Service (each a “Desktop User”)may download portions of the S&P Services included in the Software Serviceto a desktop/computing device used solely for such Desktop User’s individualuse, and not for any centralized, interdepartmental or shared use;

(iii)    Oncedownloaded to a Desktop User’s computing device, the portions of S&PServices from the Software Service must remain on such Desktop User’s computingdevice, and may not be uploaded, copied or transferred to, or stored or managedin, any other desktop/computing device, including that of another Desktop User,or any device, directory, database or other repository that is shared or can beaccessed by others (e.g. the download functionality may not be used to populatemaster security databases); and

(iv)    DesktopUsers may download portions of the S&P Services included in the Software Serviceonly as a convenience in connection with Desktop Users’ use of the SoftwareService and not as an alternative to obtaining the S&P Services from and/orpursuant to an agreement with S&P.

(v)     Notwithstandingthe foregoing, Customer: (a) may distribute de minimus amounts of the DerivedData and Permitted Data Fields to its customers and potential customers in pdf formatfor their internal use only, including reports and presentations.Notwithstanding the foregoing, Customer may publish a limited amount of DerivedData on public websites provided that S&P’s name or trademarks are not usedin such publication. For avoidance of doubt, Customer may not display any ofthe S&P Services, including the Permitting Data Fields, in any publicationon public websites.