Subscription Terms and Agreement

Willard Bishop SuperStudy™ Subscription Agreement

 
As set forth in the Subscription Order Form or any renewal thereof (the "Order") WILLARD BISHOP ("WILLARD BISHOP") and the company identified in the Order ("Licensee") agree that WILLARD BISHOP shall make available to Licensee the services identified in the Order ("Services"), subject to this Subscription Agreement ("Agreement"). Services include access to WILLARD BISHOP's SuperStudy™ database through an online portal.

 

 
     Subscriptions
1.1  WILLARD BISHOP grants to Licensee a non-exclusive, non-transferable Subscription ("Subscription") to use and display the Information specified in the Order, subject to the limitations contained in this Agreement and such Order. WILLARD BISHOP retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Licensee obtains only such rights as are explicitly granted in this Agreement and such Order.
1.2  Each subscription is for a term of twelve (12) months, beginning on the effective date of the Order, unless another term is specified in the Order.   Subscribers will be notified of the renewal of their subscription within 30-60 days of the renewal start date.   
1.3  Custom Segmentation (when purchased as add-on feature): 
1.3.1 Pricing is based on # of SuperStudy categories segmented.  Pricing includes one segmentation deliverable per subscription year.  Changes to initial segmentation deliverable will be charged as new category.  Correcting misclassifications are not seen as a change request.  Adding more categories from initial contract will result in incremental charge.  Custom segmentation, regardless of when secured or executed is only valid during active base subscription contract.
1.3.2 Willard Bishop will make every attempt to finalize and launch custom segmentation database within 2 months of receipt of data files and/or direction from client.  Should data files/direction not be received within 3 months of contract or data refresh (whichever comes first), Willard Bishop will default to previous year’s custom data structure for said client, if applicable.  Willard Bishop is not responsible for lack of custom database release due to lack of receipt of client data files or direction.
1.3.3 Client is responsible for notifying Willard Bishop within 30 days of custom segmentation launch should there be an error in custom segmentation.
1.4  Right to Use: Willard Bishop grants to Licensee a non-exclusive, non-transferable license to use the SuperStudy™ Data and Affiliated Analytics in accordance with the terms and conditions set forth herein. The Term of the Right to Use License is annual or perpetual, as set forth in the Purchase Order or Contract, provided that the License has not been terminated.  When license (Subscription) expires, Licensee no longer has the right to continued use of the Product, Data or Affiliated Analytics.  Affiliated Analytics are any outputs or assertions supported by SuperStudy data.  Licensee also no longer has the right to utilize SuperStudy data in proprietary or third-party tool for ongoing use (example: margins).
1.5http://superstudy.willardbishop.com  or after the Information has been downloaded in accordance with the terms of this Agreement.   The Service is available only for authorized users within the Licensee's company as described in the Order ("Authorized Users") and may not be shared with other persons or entities. An Authorized User is authorized by Licensee to access the Services during the term of this Agreement and according to the terms of the Order, either online via
1.6 Training and Ad-Hoc Requests:  2 Web-Ex trainings will be offered per contract year; additional requested trainings will be billed at $2000 per event.  Ad-Hoc requests, outside of normal support, will be billed at $1,000+, depending on scope of request.
 
2.     Description of Services and Deliverable
WILLARD BISHOP will provide the subscriber with access to the Total Store Grocery SuperStudy™ web application* (http://superstudy.willardbishop.com).  The application provides access to a database of grocery store performance data from a composite of three geographically dispersed supermarket chains. 
 
·         Composite results (average of “typical” size store/format per chain, three chains)
·         52 weeks of performance data (store cluster – representative sample of stores per chain) including: share, net sales, net cost of goods, cash discounts, promotional monies, movement, pricing, activity-based costs (ABC), space, inventory, and other critical data points
·         All center-store and perimeter departments, including random-weight perishable categories
·         Performance roll-ups, starting at the subcategory level (subcategory to category to department to total store)
 
The portal provides the subscriber with benchmarks, scorecards, productivity, and key performance indicator (KPI) data including:
 
Share and Ranking Fields 
·         Sales, adjusted COGS, movement, profit
·         To category, department, total store levels
·         By supply path (warehouse vs. direct store delivery),
·         By product type (branded vs. private label, your company vs. all others)
 
Contribution Fields
·         Adjusted gross profit (with trade and terms)
·         True profit ($, %, contribution to total)
·         % SKUs making money, % SKUs losing money

Subscribers will also receive access to WILLARD BISHOP’s topline findings report, a robust HELP section featuring calculation descriptions, glossary of terms, and frequently asked questions.
 
*The web application through which subscribers view the data was written to support the most common and current web internet browsers (Safari/Firefox 3.0x+, Internet Explorer 7.0x+). Those accessing the tool through unsupported browsers (or versions) may experience technical difficulties in viewing select screens or functions.
 Web browsers must have java script enabled in order to utilize/view all functions of the application. Willard Bishop is not responsible for technical issues that arise from Subscriber company’s internal IT practices or settings. 
 
3. Restrictions on Use
3.1 Use of subscription materials in any way breaching this agreement will result in termination of access to the online tool.
 
44.1 Licensee will pay WILLARD BISHOP in accordance with the Order. Prices and product descriptions are those set forth in the Order. Payment is due prior to receiving access to the tool.
4.2 Licensee will pay any applicable taxes relating to this Agreement.
 
5. Disclaimers
5.1 Though WILLARD BISHOP and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Licensee acknowledges that the Information will contain a degree of error.
5.2 All services and information are provided on an "as-is," "as-available" basis. Other than as explicitly stated in this agreement, WILLARD BISHOP disclaims all warranties, express or implied, including any warranties of accuracy, completeness, recency, merchantability or fitness for a particular purpose. WILLARD BISHOP does not warrant that the services will be uninterrupted or error-free and disclaims any warranty or representation regarding availability of a service, service levels or performance. WILLARD BISHOP will not be liable for any loss or injury arising out of, in whole or in part, WILLARD BISHOP conduct in procuring, compiling, collecting, interpreting, reporting or delivering services or information.
6. Copyrights and Other Proprietary Rights
6.1 Information is proprietary, copyrighted works of WILLARD BISHOP and its affiliates and comprises: (i) works of original authorship, including compiled Information containing WILLARD BISHOP or its affiliates' selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by WILLARD BISHOP or its affiliates at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm WILLARD BISHOP and its affiliates or reduce WILLARD BISHOP or its affiliates' incentive to create, develop and maintain such information. Licensee will not commit or permit any act or omission that would contest or impair WILLARD BISHOP or any affiliate's proprietary and intellectual property rights in Information or that would cause the Information to infringe the proprietary or intellectual property rights of a third party. Licensee will reproduce WILLARD BISHOP or its affiliate's copyright and proprietary rights legend on all copies of Information.
6.2 Licensee will not use any trademark, service mark or trade name of WILLARD BISHOP or any of WILLARD BISHOP affiliated companies or publish any press releases regarding this Agreement or any order. Licensee shall not disclose the negotiated pricing or terms of this Agreement, or any order, to any third party.
6.3 WILLARD BISHOP represents and warrants to Licensee that, to WILLARD BISHOP's knowledge, the Information, when used in accordance with this Agreement, does not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable Order. The foregoing warranty does not apply to the extent Licensee modifies the Information in any way or combines the Information with material from third parties.
6.4 Licensee shall implement and maintain security measures with respect to the Information in Licensee's possession that effectively restrict access to Information only to Authorized Users with a need to know, and protect Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Licensee employs to safeguard its most confidential information. Licensee shall supply WILLARD BISHOP with a description of such security measures at WILLARD BISHOP's request. In the event of an actual or suspected breach of such security measures, Licensee shall notify WILLARD BISHOP within 24 hours.
6.5WILLARD BISHOP Privacy Policy. Registration data and other information about Licensee is subject to
 
7. Termination
7.1 In the event of material breach of paragraphs 1.4 or 6, the non-breaching party may immediately terminate, or WILLARD BISHOP may suspend Services under, the applicable Orders without prior notice. In the event of material breach of any other part of this Agreement by Licensee or WILLARD BISHOP, the non-breaching party may terminate this Agreement or particular Orders if such breach is not cured within thirty (30) days of written notice of breach.
7.2 The provisions set forth in all remaining paragraphs will survive the termination of this Agreement.
 
8. Limitation of Liability
8.1 Except for claims arising out of violations of paragraphs 1.4 or 6, aggregate liability with respect to a particular order, for subscriber, will not exceed the aggregate amount payable by Licensee to WILLARD BISHOP pursuant to such order, or, for WILLARD BISHOP, the aggregate amount paid to WILLARD BISHOP by subscriber pursuant to such order. Any claims will be brought, in accordance with this agreement, within 12 months of the first occurrence giving rise to such claims, or such claims will be forever barred.
8.2 WILLARD BISHOP shall not be liable for special, incidental or consequential damages (including loss of profits), even if advised of the possibility of such damages.
 
9. Choice of Law; Disputes
9.1 This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in Chicago, Illinois.
9.2 Licensee will pay all costs and expenses, including reasonable attorneys' fees, that WILLARD BISHOP incurs in any action to enforce Licensee's obligations under this Agreement.
 
10. Miscellaneous
10.1 All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form of Licensee purchase order apply to the relationship between WILLARD BISHOP and subscriber hereunder, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to this Agreement or any Order must be in writing signed by both parties.
10.2 Third parties (including affiliates of WILLARD BISHOP) that provide information, software or services to WILLARD BISHOP or its affiliates for use in providing the Services are intended third party beneficiaries of paragraphs 5 and 8.
10.3 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, WILLARD BISHOP may assign the Agreement to an affiliate or in connection with a merger or consolidation involving WILLARD BISHOP (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of WILLARD BISHOP assets (so long as the assignment is to the acquirer of such assets).
10.4 Your use of the information must in all cases comply with all applicable laws and regulations.
 
11. Cancellations
WILLARD BISHOP Total Store SuperStudy™ subscriptions are non-cancelable/non-refundable.  Subscriber does have the option to cancel the auto-renewing feature by contacting WILLARD BISHOP in writing 30-60 days prior to its renewal date at cancel@willardbishop.com 
 
 
 


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