Free Advisory >
Members Home >
IDEAS Membership Terms and Conditions
IDEAS Membership Terms and Conditions
Date of last revision: December, 1st, 2011
Contents
1. DEFINITIONS
2. LICENCE RIGHTS TO THE MEMBERSHIP
3. WARRANTIES
4. INTELLECTUAL PROPERTY RIGHTS
5. PRIVACY
6. MEMBER INDEMNITY
7. LIMITATION OF LIABILITY
8. TERMINATION
9. GENERAL
In this Agreement:
1.1 Access means obtaining access to the Membership by the Member.
1.2 Access Key means any form of password, lock or other mechanism that may be used by IDEAS to control access to, or manage use of, the Membership.
1.3 Affiliate means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, an entity. For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract).
1.4 Agreement means the terms and conditions of this document and the Technical Specifications.
1.5 Confidential Information means any and all information concerning the other party’s business, including information marked as confidential, that the discloser treats as confidential or that the recipient knows or ought to know is confidential, but does not include information that:
(a) is in the public domain (other than as a result of unauthorized disclosure);
(b) the recipient already possesses at the time of disclosure (unless the information was received through unauthorized disclosure or is subject to prior confidentiality obligations); or
(c) is independently developed or acquired by the recipient (other than as a result of unauthorized disclosure).
1.6 Effective Date means the date when the User clicks “I Agree” and thereby accepts the terms and conditions of this Agreement.
1.7 IDEAS means Ideas International, Inc.
1.8 IDEAS Infrastructure means the software, hardware and communications infrastructure that is used by IDEAS to host the Membership, but excludes all software, hardware and communications infrastructure that is outside of IDEAS’ firewall, including the internet and any software, hardware or communications infrastructure that is used by the end user to Access and use the Membership.
1.9 Intellectual Property Rights includes copyright, moral rights, trademark, service mark, patent, design, trade secret, or other proprietary right, any right to registration of such rights, or any similar rights protected by statute, from time to time, whether created before, on or after the Effective Date. 1.10 Member means the individual who signs up and agrees to membership.
1.11 Membership means the information product that is made available to the Member as a result of this Agreement, and includes the data that is included in the Membership.
1.12 Technical Specification means the specifications relating to the performance and availability of the Membership, the technical requirements of any device that Accesses the Membership, and any other technical issues that relate to the Membership, as may be posted on the IDEAS’ public website and which may be updated by IDEAS from time to time in its discretion.
1.13 User means the Member’s employee who clicks “I Agree” and thereby accepts the terms and conditions of this Agreement.
1.14 The words "includes" or "including" are not words of limitation.
2.1 IDEAS grants to the Member a non-exclusive, non-transferable, limited use licence, solely for the Member to:
(a) Access and use the Membership for non commercial purposes..
(b) Print out and/or share with others the emailed PDF Reports for non commercial purposes.
(c) No commercial use of the information provided by your Membership is permitted. IDEAS provides subscription services which include commercial use provisions.
2.2 The Member must not copy, adapt, translate, publish, communicate to the public, or create any adaptation, translation or derivative work of any Membership content, except to the extent permitted by law or this Agreement.
2.3 In order to Access and use the Memberships, the end user must have its own hardware with a web browser, relevant application software on its computer and a connection to the internet which have the characteristics that are specified in the Technical Specifications. The Member acknowledges and agrees that all capital and on-going costs for such items are the responsibility of the Member and/or the end user.
2.4 IDEAS retains the sole right and control over all aspects of the programming, composition, management, support and operation of the IDEAS Infrastructure and the Memberships.
3.1 The Member represents and warrants that the Member will perform all of its obligations to IDEAS, and ensure that any Membership is used, in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those of any governmental agency that are applicable to the Member in performing its obligations to IDEAS or to the use of any Membership.
3.2 The Member acknowledges and agrees that each Membership substantially comprises or is based on data that has been sourced from multiple third parties.
3.3 The Member acknowledges and agrees that IDEAS may:
(a) change, add or delete the functions, features, performance or other characteristics of the software that incorporates and manipulates the Membership;
(b) install any major changes or new versions of the software that incorporates and manipulates the Membership;
(c) change, delete or reformat the content of any Membership .
3.4 IDEAS does not represent or warrant that:
(a) Access to the Membership will be continuously available;
(b) any data content, performance metric, attribute, data format or index that is included in the Membership that IDEAS has sourced from third parties:
(i) is accurate, current, complete or not misleading or deceptive;
(ii) will continue to be available; or
(c) any Membership will meet the Member’s or any end user’s requirements.
3.5 Where the Membership includes links to other websites:
(a) IDEAS does not represent or warrant that the link will be valid, operational or current;
(b) IDEAS is not responsible for the content of that website.
3.6 TO THE EXTENT PERMITTED BY LAW:
(a) EXCEPT AS SPECIFIED IN THIS AGREEMENT AND ALL MEMBERSHIPS AND DATA ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND;
(b) IDEAS MAKES NO OTHER GUARANTEES, REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
4.1 All Intellectual Property Rights in the Membership (including any adaptations and translations) are the exclusive property of IDEAS (and its licensors, if any), or vest in or must be transferred to IDEAS or its designee immediately upon creation, as the case may be.
4.2 Except for the rights expressly granted by IDEAS to the Member under this Agreement:
(a) IDEAS and its licensors, if any, reserve all right, title and interest in any Membership (including any adaptation or translation) and all Intellectual Property Rights in them;
(b) no right, title or ownership interest in or to any Membership (including any adaptation or translation), whether by implication, estoppel or otherwise, is granted, assigned or transferred to the Member under or in connection with this Agreement.
5.1 Your privacy is very important to us. We designed our Privacy Policy to make important disclosures about how we collect and can use the information you provide. In accepting this agreement the Member understands that IDEAS uses cookies and other usage tracking processes to monitor member usage for research purposes and to better enable us to communicate with each member, based on their individual usage patterns. More details can be found in IDEAS privacy policy, which is published on
www.ideasinternational.com
5.2 Each party agrees that it must not permit the use of the other party’s Confidential Information by, nor must it disclose the other party’s Confidential Information to, any third party, other than:
(a) IDEAS may disclose the Member’s Confidential Information to IDEAS’ employees and contractors, and to its Affiliates and their respective employees and contractors, on a need to know basis; and
(b) either party may disclose it to their professional advisers on a need to know basis,unless such use or disclosure is specifically authorized in writing by the other party or by law. Each party must only use the other's Confidential Information for the purpose of performing the obligations under this Agreement, or if the recipient is a professional adviser, the professional adviser may use the Confidential Information for purposes connected with advising on or reporting on this Agreement.
5.3 Member grants IDEAS a non-exclusive, royalty free, irrevocable, license to copy and use any data or statistics that are entered into the Membership, or which are generated as a result of the use of the Membership, for any purpose, provided always that the data is aggregated with other client’s data or industry data and does not identify any particular individual or organization.
5.4 IDEAS has servers in both the United States and Australia. By using Ideas International’s Membership, you consent to having your personal data transferred to and processed in the United States and/or Australia. However, this information will not be shared to third parties, unless we are required to do so by law.
TO THE EXTENT PERMITTED BY LAW, THE MEMBER MUST INDEMNIFY IDEAS AGAINST ANY LOSS, DAMAGE OR EXPENSE (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH ANY USE OF ANY SUBCRIPTION, INCLUDING THE CONSEQUENCES OF ANY ACT, OMISSION, DECISION, INTERPRETATION OR OTHER UTILIZATION OF THE INFORMATION CONTAINED IN ANY MEMBERSHIP, BY THE MEMBER OR ANY THIRD PARTY WHO HAS BEEN GRANTED ACCESS TO ANY DATA FROM THE SUBCRIPTION BY MEMBER.
7.1 TO THE EXTENT PERMITTED BY LAW, IDEAS’ LIABILITY TO MEMBER OR TO ANY THIRD PARTY WHO HAS BEEN GRANTED ACCESS TO ANY DATA FROM THE SUBCRIPTION BY MEMBER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LAW IN RESPECT OF ANY LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH ANY MEMBERSHIP OR THE RELATIONSHIP BETWEEN THE PARTIES, EXCLUDES ANY LOSS, DAMAGE OR EXPENSE THAT EXCEEDS USD $100.
7.2 THE PARTIES ACKNOWLEDGE AND AGREE THAT IDEAS HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND DAMAGES AS SPECIFIED IN THIS AGREEMENT, AND THAT SUCH PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND DO NOT CAUSE THE AGREEMENT, OR THE REMEDIES AVAILABLE UNDER IT, TO FAIL OF ITS OR THEIR ESSENTIAL PURPOSE.
7.3 IF AND TO THE EXTENT THAT ANY LAW PREVENTS IDEAS FROM LIMITING ITS LIABILITY IN ACCORDANCE WITH CLAUSE 7.1, IDEAS’ LIABILITY IS LIMITED
(a) SUPPLYING THE SERVICE AGAIN; OR
(b) PAYMENT OF THE COST OF HAVING THE SERVICE SUPPLIED AGAIN.
8.1 Either party can terminate the Membership Agreement at any time
8.2 If the Agreement is terminated by either party:
the Member must immediately stop using the Membership, even if the Access Key still permits Access;
8.3 IDEAS may use any technical means, including changing the relevant Access Key(s), to enforce its rights under this Agreement.
9.1 Nothing in this Agreement is to constitute or be deemed to constitute a partnership among the parties, joint venture, fiduciary relationship or is deemed to permit any party to act as agent for any other for any purpose. Neither party will have authority to bind the other or contract in the name of the other in any way or for any purpose.
9.2 If any part of this Agreement is for any reason declared invalid or unenforceable the validity of the remaining portion of this Agreement will not be affected and the remaining portion will remain in force.
9.3 The provisions of this Agreement can only be varied by written document signed by both parties. A waiver of any of the rights of a party is not effective unless the extent of the waiver is expressly set out in a written document that is signed by that party.
9.4 To the extent permitted by law, this Agreement:
(a) records the entire agreement between the parties in relation to its subject matter;
(b) supersedes all previous negotiations, understandings or agreements in relation to the subject matter and expressly excludes the pre-printed terms and conditions of the Member’s purchase order (if any).
9.5 This Agreement made under it will be governed by and construed in accordance with the applicable laws of the State of New York, without giving effect to the principles of that state relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of or in connection with this Agreement and the relationship between the parties must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in the State of New York, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in the State of New York, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.
9.6 Notwithstanding the foregoing, claims for equitable relief may be brought in any court with proper jurisdiction within the United States. The United Nations Convention on the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement regardless of when and howsoever adopted, enacted and further amended under the laws of the State of New York or any other state.