Executive Insights Terms of Use

Last Modified: [August 27, 2020]

1. These Terms of Use are entered into by and between you (acting in your capacity as an individual or an employee or other representative of your company or other entity, if applicable), and ISG Information Services Group Americas, Inc., on behalf of itself and its affiliates ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of our software as a service available at [http://ei.isg-one.com] (the “Website”), including any content, functionality, and services offered on or through the Website. Please read these Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use, you accept and agree to be bound by these Terms of Use and our Privacy Policy, found at [https://isg-one.com/privacy-policy] (“Privacy Policy”), incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.
    
2. Changes to These Terms. We reserve the right to change these Terms of Use at any time with or without notice. We may give notice by posting the updated Terms of Use on the Website or by any other reasonable means. You can review the most current version of these Terms of Use at any time at [https://isg-one.com/executiveinsights-termsofuse]. The Terms of Use in effect at the time of your use of the Website apply. Updated Terms of Use are binding on you with respect to your use of the Website on or after the date indicated in the updated Terms of Use.  If you do not agree to the updated Terms of Use, you must stop using the Website.  Your continued use of the Website after the date of the updated Terms of Use will constitute your acceptance of the updated Terms of Use.
    
3. Accessing the Website. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on, or in connection with, the Website is correct, current, and complete. You consent to all actions we take consistent with our Privacy Policy with respect to all information you provide to this Website, including but not limited to through the use of any interactive features on the Website (“User Submissions”). If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you are an entity, you may disclose your user name and password to your employees with a need to know this information to use the Website on your behalf.  You must ensure that all such employees that are authorized by you to access and use the Website are aware of and comply with these Terms of Use.  You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activities that occur under your account. You accept all risks of unauthorized access of your account. We may disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
    
4. Confidential Information.  You agree to treat as strictly confidential and proprietary any information or materials that may be disclosed to you through your use of, or access to, the Website. You also agree that neither you nor your authorized representatives will disclose to anyone, directly or indirectly, any such confidential or proprietary matters, or use them other than as permitted under these Terms of Use. All documents that we prepare or which you may be given access to through the Website shall be deemed the property of the Company and shall remain subject to confidentiality obligations under these Terms of Use.  Under no circumstances shall any such information or material be disclosed to any third party without the Company’s prior written consent.
    
5. Use of Information Provided by You. We can use User Submissions to contact you about our products or services. We will use User Submissions in accordance with our Privacy Policy. You acknowledge, represent and agree that any User Submission is submitted voluntarily and is not confidential or proprietary, and that your User Submission does not establish a relationship between you and us. You grant the Company and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law or these Terms of Use.  You waive any right to compensation of any type for your User Submissions. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Submissions by us does not violate any law.  You may not upload to, distribute, or otherwise publish through the Website any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law. In our sole discretion, at any time, for any reason, and without further notice to you, we may monitor, censor, edit, move, delete, and remove any Website content and any content transmitted by direct messaging or by any other method to or from your user account.
    
6. Intellectual Property Rights. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without our prior written consent. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Any other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content on this Website by or through your use of the Website.
    
7. Permitted Uses. You represent and warrant that (1) you are at least 18 years of age; (2) you have full power and authority to agree to these Terms of Use; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so. We do not intend for the Website to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Website. You may use the Website and contents made available on the Website only for lawful purposes and in accordance with these Terms of Use. You agree not (a) to use the Website or contents made available on the Website in any way that violates any applicable federal, state, local, or international law or regulation, (b) use the Website or contents made available on the Website for any unauthorized, fraudulent, or malicious purpose, (c) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability, (d) use the Website in any manner that could disable, overburden, damage, or impair the site, (e) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (f) to access systems, data or information not intended by us to be made accessible to a user, (g) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us; (h) modify copies of any contents or materials made available from the Website; (i) distribute the contents or materials made available on the Website in violation of these Terms of Use; (j) to use the Website for any use other than the purpose for which it was intended; (k) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (l) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; or (m) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing). For example, you will not use the Website in connection with money laundering or the financing of terrorism.
    
8. Reliance on Information Posted. The information presented on or through the Website is made available solely for general information purposes, and does not constitute any type of advice, whether financial, legal, investment, accounting, tax or otherwise. Neither we nor our licensors warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The content on this Website is updated frequently, including based on interaction with users of the Website, but the Website’s content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
    
9. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
    
10. Disclaimer of Warranties. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY, NOR ANY PERSON ASSOCIATED WITH THE COMPANY, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR INFORMATION MADE AVAILABLE ON THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, SECURE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
     
11. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF COMPANY TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES WILL NOT EXCEED THE AMOUNT YOU PAID TO ACCESS THE WEBSITE DURING THE THREE MONTHS PRIOR TO THE CLAIM. NOTHING IN THIS SECTION 11 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.  IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW, AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 MAY NOT APPLY TO YOU.
     
12. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, agents, brokers, third-party administrators, attorneys, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any third‑party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) your violation of these Terms of Use or your use of the Website, (b) any User Submission made by you, or (c) your violation of any other party’s rights or applicable law.  We agree to defend, indemnify, and hold harmless you against any third party claims to the extent alleging that the Website and content provided by us to you infringes or misappropriates a third party’s intellectual property rights; provided, that such indemnification obligation shall not apply to the extent that such third party claim arises out of your breach of these Terms of Use.
     
13. Governing Law. These Terms of Use will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of laws provisions.
     
14. Electronic Notice and Signature. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). We may provide these Communications to you by posting them via the Website, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Website, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
     
15. Export Restrictions.  Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable laws, including export laws and local laws.
     
16. General. If any provision of these Terms of Use is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.  You and the Company intend that the provisions of these Terms of Use be enforced to the fullest extent permitted by applicable law.  Accordingly, you and the Company agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion.  The Company may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use or assign, transfer, or sublicense your rights, if any, to access or use the Website or its content, and any attempt by you to do so is void. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in a written document signed by the Company. These Terms of Use (including any incorporated terms) constitute the entire agreement between you and the Company with respect to the Website and its contents. Both you and the Company warrant to each other that, in entering into these Terms of Use, neither the Company or you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms of Use.  The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law.  No one other than you and the Company, or the Company’s successors and assigns, will have any right to enforce any of these Terms of Use.  Neither these Terms of Use nor the Website create partnership, joint venture, employment, or other agency relationships between us.  You may not enter into any contract on our behalf or bind us in any way.