ISG Provider Lens Terms of Service

 

Last Modified: December 1, 2021

1. Services. ISG provides to Client the Services, which shall be deemed to include, without limitation, the services, information, research, content, materials, data, web site access, methodologies, and forms set forth in the attached Agreement (collectively, the “Services”). Client acknowledges that its purchase of Services plays no role in the decision process regarding whether Client is invited into an ISG client sourcing opportunity. Client acknowledges and consents to ISG’s use from time to time of employees or contractors of ISG affiliates to provide the Services.
2. Invoices. Unless otherwise stated in the Agreement, fees and taxes are billed monthly and Client’s payment is due by electronic funds transfer within thirty (30) days of receipt of an invoice.
3. License. All right, title and interest in the Services is owned by ISG. Upon payment of ISG’s invoices, except as otherwise stated in the Agreement, Client is granted a limited, perpetual license to use the Services for its internal business purposes only, excluding use by third parties. Client obtains no intellectual property rights in the Services. Except as otherwise stated in the Agreement, external disclosure or reproduction of Services including, without limitation, licensing, selling, public display, advertising, press releases, promotional materials, web sites, online services, and external presentations in any form, in whole or in part, is prohibited. Client agrees to treat the Services as ISG Confidential Information and hold it in strict confidence, not disclose it outside of Client’s company and not use the Services, except as otherwise permitted herein. No other uses of the Services are allowed by Client without ISG’s prior written consent.
4. Confidentiality. All information obtained by a party arising from or related to this Agreement shall be confidential information (“Confidential Information”). Confidential Information shall not include information which is (i) in the public domain; (ii) known to the receiving party prior to receipt of same from the disclosing party; (iii) independently developed by the receiving party without the use of the other’s Confidential Information; or (iv) lawfully obtained by the receiving party from third parties who are not subject to confidentiality obligations regarding the information. Each party agrees to hold the other’s Confidential Information in strict confidence and to disclose it only to employees who have signed confidentiality agreements and only on a “need to know” basis. A party shall not disclose the other party’s Confidential Information to third parties except to the extent: (i) expressly authorized in writing by the other party; or (ii) such disclosure is legally required by a court or government agency. The party required to disclose the information shall give the other party notice of such intended disclosure to allow that party the opportunity to obtain a protective order. Each party agrees that any breach of this provision would cause irreparable harm to the other party for which money damages would not be an adequate remedy; and, therefore, that in the event of any threatened or actual breach, the non-breaching party will have the right to seek injunctive relief without necessity of proof of actual damages or posting of bond in addition to any other right which it may have in law or in equity. ISG does not disclose ISG client confidential information, individual price points of technology enabled services, or non-public information which would be a breach of ISG confidentiality obligations including, without limitation, non-public information about Client’s competitors. ISG will not discuss any negotiations or contract provisions with respect to any individual ISG or Client customer engagement.
5. Provider Lens™. Provider Lens™ Sneak Previews content including, without limitation, results, calculations and assumptions, are protected by copyright and are proprietary and confidential information of ISG. Provider Lens™ Sneak Previews may only be disclosed to the intended recipients to whom ISG distributes the Provider Lens™ Sneak Previews. No content of a Provider Lens™ Sneak Preview may be used or disclosed by Client internally within Client’s organization or externally to a third party for any purpose including, without limitation, in the form of quotations, references, excerpts, advertising or press releases.
6. Indemnification, Liability. ISG will defend, indemnify and hold Client harmless against all third party losses, damages or expenses, including reasonable legal fees, and any other liability arising out of a third party claim that the Services infringe a valid and enforceable patent or copyright of any third party except, however, that ISG will have no liability with respect to any claim to the extent that the claim is based upon (i) the combination of the Services with data, processes, systems, devices or information not approved by ISG; (ii) the modification of the Services by a party other than ISG; or (iii) the use of the Services in a manner not authorized by ISG in writing.
   
   The Services are provided on an “as is” and “as available” basis. ISG endeavors to provide information that is accurate. ISG does not warrant, however, that the Services will meet Client’s requirements or that the Services will be complete, error free or delivered without interruption. ISG expressly disclaims all warranties, express or implied including, without limitation, any warranty of merchantability, fitness, non-infringement, title or absence of defects, and any warranties as to the accuracy and completeness of the Services. ISG shall have no liability to Client arising from or related to its use of the Services, whether in contract, breach of warranty, tort or otherwise.
   
   Neither party, its parent, affiliates and their officers, directors, employees, agents, or stockholders will be responsible for non-performance of or for delay in performance occasioned by a cause beyond its reasonable control including, without limitation, acts of God. In no event will either party, its parent, affiliates and their officers, directors, employees, agents, or stockholders be liable to the other for any incidental, indirect, special, consequential or punitive damages or lost profits. The aggregate total liability of either party, its parent, affiliates and their officers, directors, employees, agents, and stockholders to the other arising from or related to Client’s engagement of ISG, whether in contract, breach of warranty, tort, or otherwise, shall not exceed the fees paid and payable by Client to ISG pursuant to this Agreement.
7. Termination. These Terms of Service shall remain in effect until terminated in writing by either party for a material breach which remains uncured for thirty (30) days following receipt of written notice of the breach.
8. Potential Conflicts. Client recognizes that ISG is engaged from time to time by prospective targets or existing customers of Client in sourcing and related transactions worldwide. Client will not object to ISG’s engagement at such targets or customers now or at any time in the future claiming that ISG has advised or advises Client with respect to the subject matter of this Agreement or that ISG has a business conflict with respect any such targets or customers arising out of this Agreement. Client acknowledges that ISG may decline to provide any Services which present an actual or potential conflict of interest for ISG.
9. Definitive Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, understandings, discussions or agreements between ISG and Client. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by the parties. This Agreement is non-assignable and any attempt to assign this Agreement will be void.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws applicable to the geographical jurisdiction of ISG.
11. Changes to These Terms. ISG reserves the right to change these Terms of Service at any time with or without notice. ISG may give notice by posting the updated Terms of Service at this location or by any other reasonable means. You can review the most current version of these Terms of Service at any time at [https://isg-one.com/IPL-termsofservice]. The Terms of Service in effect at the time of your subscription to Provider Lens apply. Updated Terms of Service are not binding on you with respect to your use of Provider Lens.  If you do not agree to the Terms of Service, then you must stop using Provider Lens.  Your continued use of Provider Lens will constitute your acceptance of these Terms of Service.