SSON Analytics Website Terms of Use
These Terms of Use set out the terms and conditions on which we agree to make available, and you agree to access and use, the SSON-A Portal, Materials and Services. Please read and review these Terms of Use carefully. These terms are incorporated by reference into each Subscription Agreement among a Subscriber, a User, and SSON Analytics. By entering into such Subscription Agreement, or by accessing and using the SSON-A Portal, Materials and/or Services, you agree to comply with, and be legally bound by, these Terms of Use, and agree to the processing of your personal data in accordance with our Privacy Policy.
DEFINITIONS
Unless otherwise defined herein, capitalized terms have the following meanings:
a.“SSON-A,” “we,” “our” and “us” mean and refer to the Shared Services and Outsourcing Network division of IQPC, a limited liability company registered in Delaware and with its principal place of business at 535 Fifth Ave., 8th Floor, New York, NY 10017 and any of its affiliates, subsidiaries and divisions.
b. “SSON-A Portal” means the website at www.sson-analytics.com and its subdomains, including (where appropriate in context) all content therein.
c. “SSON-A Materials” means the content available on the SSON-A Portal, including without limitation all research reports, benchmarking tools, white papers, analyses, data compilations, templates, webinars, online events or meetings and all other written or recorded materials or compilations hosted on the SSON-A Portal and made available to Users (or some subset of Users) in accordance with these Terms of Use.
d. “SSON-A Services” shall mean the additional services provided to Premium Subscribers and Users, including but not limited to consulting services, as set forth in your Subscription Agreement.
e. “You” and “your” mean and refer to both Subscribers to and Users of the SSON-A Portal, Materials and/or Services.
f. “Subscriber” means the corporate entity which shall be the owner of any Subscription Agreement with SSON-A.
g. “Subscription Agreement” means the Agreement between the Subscriber and SSON-A setting forth the fees, terms and conditions of the license(s) granted to Subscriber and shall include Practitioner Subscriptions, Corporate Subscriptions, Consultant Subscriptions and Vendor Subscriptions.
h. “User(s)” means the individual(s) designated by a Subscriber as the person authorized to use the license granted by the terms of the Subscription Agreement for the SSON-A Portal, Materials and/or Services. The license granted may be either a Basic License or Premium License, as designated in the Subscription Agreement, and shall entitle the User to the benefits specified in the Subscription Agreement for that license. Only one individual may be designated as a User for each license, and such individual must be an owner, officer, director, consultant or employee of the Subscriber who owns the Subscription Agreement.
i. “Valid Email” means the email each Subscriber must provide as part of the registration process in connection with a Subscription Agreement. Please note that only corporate email addresses will be accepted as a Valid Email address. Emails from online service providers like Gmail, Yahoo, Hotmail and others, will be denied access. By entering an email address, the Subscriber warrants that such email address is valid, and that it belongs to the Subscriber.
j. “Original Subscription Term” means the period from the start date to end date, as set forth in the Subscription Agreement.
k. “Renewal Subscription Term,” unless otherwise specified in the Subscription Agreement with a Subscriber, shall be a period commencing on the end date of the previous subscription term and continuing for a period equal to the period of the Original Subscription Term.
1. SUBSCRIPTION FEES AND RENEWAL
1.1 A Subscriber may purchase a subscription for one or more Basic or Premium Licenses. The Subscription Fee and Subscription Term for each such license shall be set forth in the Subscription Agreement.
1.2 SSON reserves the right to limit certain classes of licenses to qualified Subscribers and Users. Vendors and service providers do not qualify for Practitioner Licenses. SSON reserves the right to decline Practitioner License subscriptions from a vendor or service provider, or to change such User’s access to a Vendor License. No refunds will be provided in the event of a change in access on this basis.
1.3 Unless otherwise noted in your Subscription Agreement, subscriptions shall automatically renew for additional terms of the same length as the initial Subscription Term in your Subscription Agreement.
1.4 SSON shall provide Subscribers with a notice of renewal in advance of the renewal date via an email to the email contact address provided by the Subscriber at the time of subscription. Such notice shall contain a reminder of the upcoming auto-renewal, the date of which the subscription shall automatically renew, the price for the renewal term (including any increase), and directions for providing a notice of non-renewal, should the Subscriber wish to do so.
1.5 Unless otherwise stated in your Subscription Agreement, Subscription Fees will be invoiced and due in full at the start of each Subscription Term.
2. RIGHTS OF USE/LIMITATIONS ON USE
2.1 Each User under a License is granted a nonexclusive, nontransferable, limited license to access and use the SSON-A Materials as follows:
- Users may download reports and whitepapers for their own internal business purposes only. Any such usage of the SSON Materials must cite and credit SSON-A, and may not modify or alter the SSON-A Materials or use them in such a way as to misrepresent or misstate their content.
- Users may not use entire reports and/or whitepapers on the SSON-A Portal for any external business or marketing purposes. Users may use reasonable excerpts of such materials to incorporate into the User’s external business or marketing use; however, any such excerpts must cite and credit SSON-A. Further, Users may not modify or alter the excerpts, or use them in such a way as to misrepresent or misstate their content or context.
- Users may use the data and analytics contained on the SSON-A Portal to incorporate such data or analytics into their own internal or external business uses. Any such usage must cite and credit SSON-A, and may not modify or alter the data or analytics, or use them in such a way as to misrepresent or misstate their content.
- Users may use the benchmark reports, curated charts, and other interactive tools on the SSON-A Portal to create personalized data or information, and may use such data or information with appropriate citation and credit to SSON-A. However, Users may not download or otherwise seek to copy the tools themselves.
2.2 Users are not permitted to sell any SSON-A Portal content to third parties, share usernames or passwords with third parties, or use the SSON-A Materials or SSON-A Portal in a manner that indicates attempts to replicate the portal or circumvent licensing requirements.
2.3 Users may not use the SSON-A Portal, Materials or Services for any illegal purpose or in any manner inconsistent with these Terms of Use or any applicable laws. Your use of the SSON-A Portal, Materials and Services must comply with all applicable laws, rules or regulations, and you may not use the information included in the SSON-A Portal, Materials or Services for any purpose prohibited by applicable law, including but not limited to the U.S. Fair Credit Reporting Act, applicable data privacy laws, or any other law, statute or regulation.
2.4 Users may not use the SSON-A Portal, Materials or Services for any inappropriate, defamatory, infringing, obscene, or unlawful purpose, nor in any way that violates any applicable intellectual property, proprietary, privacy, or publicity rights. You may not use the SSON-A Portal, Materials or Services in any way that causes, or may cause, damage to the Portal or impairment of the availability of the Portal or its Materials or Services.
2.5 Users may not use the SSON-A Portal, Materials or Services for any inappropriate, defamatory, infringing, obscene, or unlawful purpose, nor in any way that violates any applicable intellectual property, proprietary, privacy, or publicity rights. You may not use the SSON-A Portal, Materials or Services in any way that causes, or may cause, damage to the Portal or impairment of the availability of the Portal or its Materials or Services.
2.6 Users may not use the SSON-A Portal, Materials or Services in any fashion that infringes SSON-A’s goodwill, intellectual property rights, and/or proprietary interests, nor those of any third party, including any other User of the SSON Portal. Without limiting the foregoing, Users acknowledge and agree that any information or data shared by another User via any SSON-A Service, such as a formal networking meeting, shall be kept confidential and may not be attributed to the User or used in a way that would identify the User and/or the User’s employer, without explicit permission from such User.
2.7 User credentials, such as a user ID and password, must be kept confidential. User ID’s are not be shared with any third party. You understand and agree that you will be held responsible for any access or use of the SSON-A Portal and its Materials and Services using such ID and password.
2.8 Users may access, search and otherwise use the SSON-A Materials only via manually conducted, discrete, individual search and retrieval activities. Use of mechanical, robotic, scripted or any other automated means is strictly prohibited.
2.9 SSON-A reserves the right to suspend, block or limit access to the SSON-A Portal, Materials and/or Services by any User, or to disable a User ID and password, on a temporary or permanent basis, at any time in our sole discretion, without notice or explanation, including but not limited to in the case of any suspected violation of any of these Terms of Use. User acknowledges and agrees that it shall not have any claim against SSON-A in such case, except as explicitly set forth in your Subscription Agreement. This suspension is in addition to all other remedies available to us at law.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in all or any portion of the SSON-A Portal, Materials, and/or Services (including without limitation any logos, trademarks or other stylistic materials) in any medium belongs to SSON-A. Users are granted the right to use such logos solely for the purposes of attribution when using SSON-A Materials in accordance with Section 2, above.
3.2 No User shall acquire any title or proprietary interest in the SSON-A Materials, or any excerpts or copies thereof, nor shall any User acquire any rights in such Materials beyond those limited rights granted by these Terms of Use or expressly granted in the terms of any Subscription Agreement between us and a Subscriber.
3.3 You are prohibited from removing, altering, editing or obscuring the copyright notice or other notices contained on the SSON-A Portal or Materials, including in connection with any authorized use of such SSON-A Materials for any internal User purposes.
3.4 If you post or submit any content to the SSON-A Portal, by doing so, you understand and agree that you grant to us a worldwide, irrevocable, royalty-free license to use, adapt, publish and distribute such user content in any existing or future media. You further warrant and represent that neither your user content, nor the license granted to us, will infringe any third party’s legal rights, nor give rise to any legal action by you or any third party against us or the SSON-A Portal.
4. LIMITATION OF LIABILITY/NO WARRANTY/INDEMNITY BY USER
4.1 Neither SSON-A (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of SSON-A), nor any third party supplier of SSON-A Materials or Services (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of such party) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the SSON-A Portal, Materials and/or Services, (b) the unavailability or interruption of the SSON-A Portal or any Materials or Services, (c) any damage or loss incurred in connection with the use of the SSON-A Portal, Materials or Services by any User , (d) the loss or corruption of any data or equipment in connection with use of the SSON Portal, (e) the content, accuracy, or completeness of any SSON-A Materials or Services or other SSON-A Portal content, or (f) any content retrieved from the Internet even if retrieved or linked to from within the SSON-A Portal.
4.2 YOU AGREE THAT YOUR USE OF THE SSON PORTAL, MATERIALS AND SERVICES ARE AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT THE PORTAL, MATERIALS AND SERVICES ARE PROVIDED "AS IS", AND "AS AVAILABLE." YOU FURTHER ACKOWLEDGE THAT SSON AND EACH THIRD PARTY SUPPLIER OF MATERIALS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SSON MATERIALS OR SSON SERVICES, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
4.3 SSON-A gives no warranty as to the accuracy, timeliness, completeness, reliability, quality or suitability of any SSON-A Materials, SSON-A Services, or other content contained in or delivered via the SSON Portal or otherwise made available in connection with the SSON-A Portal or your Subscription.
4.4 Without prejudice to the generality of the foregoing, we do not warrant that access to the SSON-A Portal will be constantly available, uninterrupted or error-free, or that the Portal and/or the server from which the Portal is made available are free of viruses or other harmful components, and you acknowledge and agree that the operation of the Portal is dependent upon the proper and effective functioning of internet access and other third party equipment, for which we will not be liable in any way.
4.5 Under no circumstances, including but not limited to negligence, shall SSON-A be held liable to any User or Subscriber for any special, direct, indirect, incidental, exemplary; punitive, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with a Subscription, the SSON-A Portal, the SSON-A Materials, the SSON-A Services, or any User’s access, attempted access, or use thereof.
4.6 Notwithstanding any other provision in these Terms of Use or the Subscription Agreement, the total aggregate liability of SSON-A arising out of or in connection with a Subscription, the Portal, the materials and/or the Services, or any performance or non-performance thereunder, shall be limited to the pro rata price paid or payable by the Subscriber for the license to which the claim relates for the 12-month period immediately preceding the event giving rise to the claim.
4.7 Nothing in these Terms of Use is intended to exclude any party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited by law.
4.8 Subscriber and User agree, at their own expense, to jointly and severally indemnify, defend and hold harmless SSON-A, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with your use of the SSON-A Portal or the SSON-A Materials or Services, including, but not limited to: (i) third-party claims arising out of or related to use of the SSON-A Materials or Services by you or someone using your computer or user log-in credentials; (ii) any violation of these Terms of Use by you or anyone using your computer or user log-in credentials; (iii) a claim that any use of the SSON-A Portal or SSON-A Materials by you or someone using your computer or log-in credentials infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the SSON-A Portal, Materials and/or Services by you or someone using your computer or log-in credentials; (v) any misrepresentation or breach of representation or warranty made by you in connection with your registration, access and/or use of the SSON-A Portal, Materials or Services; or (vi) any breach by you of any covenant or agreement with SSON-A. You agree to pay any and all costs, damages, and expenses, including but not limited to, attorneys' fees and costs awarded against or otherwise incurred by SSON-A or in connection with or arising from SSON-A’s defense or settlement of any such claim, suit, action, or proceeding attributable to any such claim.
5. TERMINATION OR TRANSFER OF SUBSCRIPTION
5.1 Subscriptions are non-cancelable. Should a Subscriber and/or User wish to cancel, or fail to use the SSON-A Services or Materials, no refunds will be provided.
5.2 Subscriptions shall automatically renew at the end of each Subscription Term for the same length of time as the original Subscription Term (unless otherwise stated in your Subscription Agreement), unless User provides a Notice of Non-Renewal to SSON-A as set forth in the next paragraph. SSON-A shall send Subscriber a Renewal Notice in advance of the auto-renewal date via email to the email address on file for the Subscriber.
5.3 In order to exercise a right of non-renewal, the Subscriber shall send an email giving notice of Subscriber’s intent not to renew its Subscription. Such email shall be sent from the email address on file for Subscriber to info@sson-analytics.com , and must be sent no more than 60 days, and no less than 30 days before the expiration of the Subscription Term, unless a different period is set forth in your Renewal Notice.
5.4 Subscriptions are also non-transferable, except that if the individual holding a particular License ceases to hold the job title at Subscriber for whom the License was purchased, Subscriber may notify SSON-A and transfer the existing Subscription to the individual now holding the relevant job title at Subscriber.
6. CONFIDENTIALITY AND DATA PRIVACY
6.1 SSON-A and all Users shall at all times comply with all applicable regulations relating to the collection, processing and storage of personal data.
6.2 Users acknowledge and agree that SSON shall use the personal data of Users in accordance with the SSON-A Privacy Policy.
7. MISCELLANEOUS
7.1 We reserve the right to amend these Terms of Use from time to time. If we do, the amendments will be published on the SSON-A Portal. It is your responsibility to check the Portal periodically for changes to these Terms of Use. Your continued use of the SSON-A Portal, Materials and/or Services constitutes consent to any amendments to the Terms of Use.
7.2 These Terms of Use and any access or use of the SSON-A Portal, Materials and/or Services by any User shall be governed by New York law, and subject to the jurisdiction of the state and federal courts of New York, New York. You agree to submit to the exclusive jurisdiction and venue of the state and federal courts of New York, New York with respect to any dispute arising out of or relating to such matters.
7.3 Unless otherwise specified in your Subscription Agreement or Renewal Notice, any notices to be provided hereunder shall be made in writing and provided to SSON Analytics at the following address: SSON Analytics; 535 Fifth Avenue, 8th Floor; New York, New York 10017; Attn: Managing Director. Any notice to be provided by SSON to any User hereunder shall be provided in writing to the email address provided by the User at registration. The User must provide accurate information at registration and is responsible for keeping it updated. If no address has been provided, notice shall be deemed sufficient when sent to you at that email or IP address from which you accessed or used the Website.
7.4 If any provision of these Terms of Use is held to be invalid or unenforceable to any extent, such invalidity or unenforceability will not affect any other provision of these Terms, which shall continue in full force and effect. If any invalid or unenforceable provision would be valid or enforceable if part of it were deleted, that part will be deemed to be deleted and the rest of the provision will continue in effect.
7.5 Any failure or delay by us in exercising any right or remedy afforded by these Terms of Use, or by any other agreement between us and a User, shall not constitute or be construed as a waiver of any such right or remedy, or of our right to enforce it at a later time.
7.6 These Terms of Use (together with any Subscription Agreement executed between SSON-A and Subscriber) constitute the entire agreement between you and SSON-A in relation to your access to and use of the SSON-A Portal, Materials and/or Services.
