(Effective as of October 2016)
BY CLICKING "<u>I ACCEPT</u>" AT THE END OF THIS AGREEMENT OR BY INSTALLING, ACCESSING, OR USING THE INDUSTRY DIVE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
1. LICENSE GRANT. Subject to your continued compliance with this Agreement, Industry Dive provides to you a single, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Industry Dive Platform during the term of this Agreement on your personal computer, laptop, mobile phone or other mobile computing device only for personal or internal business purposes.
In connection with the foregoing license and as the only right to sublicense, you may also enable an individual employee(s) of yours (each, an “Authorized User(s)”) to access and use the Industry Dive Platform so long as all such use remains in compliance with this Agreement. Moreover, you acknowledge and agree that you shall be responsible for monitoring your and your Authorized User(s)'s use of the Industry Dive Platform and for maintaining compliance with the terms and conditions of this Agreement. Accordingly, any breach of this Agreement by an Authorized User(s) shall constitute a breach by you. In connection with this license, references to "you" or "user" throughout this Agreement mean you, any Authorized User(s), and the corporate or entity-level client of Industry Dive that accesses the Industry Dive Platform per any other agreement with Industry Dive.
The content layout, formatting, and features of and online or remote access processes for the Industry Dive Platform shall be as specified by Industry Dive in its sole discretion. You also acknowledge and agree to the following: (i) Industry Dive has the right to control and direct the means, manner, and method by which the Industry Dive Platform is provided; (ii) Industry Dive may, from time to time engage independent contractors, consultants, or subcontractors to aid Industry Dive in providing the Industry Dive Platform or use thereof; and (iii) Industry Dive has the right to provide the Industry Dive Platform to others.
2. RESTRICTIONS ON USE. All rights not expressly granted under this Agreement are hereby reserved to Industry Dive. Accordingly, you are hereby prohibited from using the Industry Dive Platform in any manner that is not expressly and unambiguously authorized by this Agreement. You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Industry Dive Platform, or any portion of the Industry Dive Platform without Industry Dive’s prior written consent except as expressly and unambiguously authorized herein. Moreover, you may not (a) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Industry Dive Platform or in any way reproduce or circumvent the navigational structure or presentation of the Industry Dive Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Industry Dive Platform, (b) attempt to gain unauthorized access to any portion or feature of the Industry Dive Platform or any other systems or networks connected to the Industry Dive Platform or to any Industry Dive server or to any of the services offered on or through the Industry Dive Platform, by hacking, password "mining," or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Industry Dive Platform or any network connected to the Industry Dive Platform, nor breach the security or authentication measures on the Industry Dive Platform or any network connected to the Industry Dive Platform, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Industry Dive Platform, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Industry Dive Platform or Industry Dive's systems or networks or any systems or networks connected to the Industry Dive Platform, (f) use any device, software, or routine to interfere with the proper working of the Industry Dive Platform or any transaction conducted on the Industry Dive Platform, or with any other person's use of the Industry Dive Platform, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Industry Dive on or through the Industry Dive Platform, or (h) use the Industry Dive Platform in an unlawful manner.
3. ATTRIBUTION. In order to reflect Industry Dive's ownership of the Industry Dive Platform and to protect Industry Dive's interests therein, you shall ensure that proper attribution and notice appears with any use of the Industry Dive Platform. You shall also undertake to include in connection with any printout or subsequent use of any content from the Industry Dive Platform a notice including the following information, “Copyright © Industry Dive (or its licensors)” and such other information as designated by Industry Dive. In accordance with the foregoing, during the Term of this Agreement, Industry Dive hereby grants to you a limited, non-exclusive, non-transferable right and license to use the full trade name of “Industry Dive” solely in connection with your attribution of the applicable content. In connection with this trademark license grant, you agree to comply with any guidelines for use as provided by Industry Dive from time to time.
4. USER OBLIGATIONS. By downloading, accessing, or using the Industry Dive Platform, you represent and warrant that you will abide by all applicable local, state, national laws and regulations with respect to your use of the Industry Dive Platform, and that you are at least the legal age of majority. In addition, you agree to assume all responsibility concerning your use of the Industry Dive Platform, including being held responsible for any and all activity occurring through your username and password (and the related account access). You further represent and warrant that (i) you will at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Industry Dive through the Industry Dive Platform; and (ii) you will at all times comply with the terms and conditions of this Agreement. Moreover, by installing, accessing, or using the Industry Dive Platform, you agree to allow Industry Dive to collect certain information regarding your use of the Industry Dive Platform (including, without limitation, certain data regarding feature utilization, navigation, and personal information (e.g., name, email, etc.), and further agree to provide Industry Dive reasonable cooperation in connection with operation of or support for the Industry Dive Platform. You also agree to receive electronic communications from Industry Dive. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or relating to the Industry Dive Platform or Industry Dive’s services. These electronic communications are part of your relationship with Industry Dive and you receive them as part of your use of the Industry Dive Platform. You therefore hereby agree that any such notices, agreements, disclosures or other communications that Industry Dive sends you electronically will satisfy any legal communication requirements.
5. ACCOUNT. You may be required to register to use the Industry Dive Platform. Each registration is for a single user only, unless otherwise expressly agreed upon by Industry Dive. Registration for access to and use of the Industry Dive Platform may also require access credentials, such as a user name and a password, or adherence to other particular access requirements as designated by Industry Dive in its sole discretion from time to time. You hereby agree to consider your access credentials, such as a user name and password, as confidential information and not to disclose such information to any third party without the prior express written consent of Industry Dive, which may be withheld in its sole discretion. You shall immediately notify Industry Dive if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password. Industry Dive will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations.
6. FEEDBACK. Industry Dive welcomes your feedback and suggestions about Industry Dive’s products or services or with respect to how to improve the Industry Dive Platform. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Industry Dive, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Industry Dive and enable Industry Dive to use such Feedback. In addition, any Feedback received by Industry Dive will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Industry Dive to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
7. BILLING. If you place any orders through the Industry Dive Platform, you are thereby expressly agreeing that Industry Dive is permitted to bill you the applicable fees, any applicable tax, and any other charges you may incur with Industry Dive in connection with your use of the Industry Dive Platform and any associated Industry Dive services or solutions. You agree that the fees will be billed to your credit card or PayPal account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable, as applicable. If payment is not received or cannot be charged to your credit card or PayPal account for any reason when due and payable, Industry Dive reserves the right to either suspend or terminate your order. You further acknowledge and agree that Industry Dive reserves the right, at any time, to change its prices and billing methods (on a going forward basis) for products or services sold or licensed or for use of the Industry Dive Platform, effective immediately upon posting in the Industry Dive Platform or by electronic communications to you. Please review the applicable pricing before placing any order.
8. LINKS TO OTHER SITES. The Industry Dive Platform may connect to certain third party websites or online networks (collectively, “<u>Third Party Sites</u>”). These Third Party Sites have not necessarily been reviewed by Industry Dive and are owned, controlled and/or maintained solely by third parties over whom Industry Dive exercises no control. Your correspondence or any other dealings with third parties found through any Third Party Site on the Industry Dive Platform is solely between you and such third party. Accordingly, Industry Dive hereby expressly disclaims and shall not have any liability or responsibility for any Third Party Sites.
9. Mobile Services. The Industry Dive Platform offers various tools or display functionality that are available to you via your mobile phone or other mobile computing device (collectively, “<u>Mobile Services</u>”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices or in all locations. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile Services; and how much such use will cost you. Nevertheless, all use of the Industry Dive Platform shall be strictly in accordance with this Agreement.
10. INTERACTIVE FORUMS. The Industry Dive Platform may contain or provide access to interactive features and functionality (referenced collectively herein as the “<u>Industry Dive Forums</u>”), where you can share and exchange information or content (referenced collectively as “<u>Postings</u>”). The Industry Dive Forums are provided by Industry Dive as a resource for you. Use of the Industry Dive Forums is therefore limited to your personal use. You do not have any right to distribute further the Industry Dive Forums (or any part thereof or content presented on the Industry Dive Forums) without Industry Dive’s prior written permission. To the extent that the Industry Dive Platform allows for such communication functionality, you agree that by using the Industry Dive Platform you will not upload, post, display, or transmit any of the following:
You further agree to conduct your online activities on the Industry Dive Forums in a cordial and friendly manner and in accordance with this Agreement and all applicable laws. You have no right to identify or suggest an affiliation with or endorsement by Industry Dive and/or its policies or services. Any views or opinions expressed by you on the Industry Dive Forums are your personal views or opinions and do not reflect the views or opinions of Industry Dive. Moreover, no such information available through the Industry Dive Forums should constitute professional or legal advice of any kind. You are responsible for your own use of any Postings. Please also use netiquette. Please be professional, succinct, and on-topic. Please remember to respect others and their opinions.
11. PERMISSION TO USE POSTINGS. By submitting any type of a Posting(s), you represent and warrant that you have all rights necessary to transmit and provide such Posting, and you automatically and hereby grant a royalty-free, transferable, sublicensable and non-exclusive right and license for Industry Dive to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Posting, without additional approval or consideration, in furtherance of and in connection with the operation of the Industry Dive Platform, and you hereby waive any claim to the contrary. Your Postings are non-confidential for all purposes. Industry Dive reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any Posting. You represent that you have all necessary rights to make a Posting(s) available to Industry Dive, and you also acknowledge that Industry Dive has no control over the extent to which any idea or information (in a Posting) may be used by any party or person once it's posted or displayed.
12. NO PRE-SCREENING OF POSTINGS. Industry Dive is not responsible for screening, policing, editing, or monitoring your or another user’s Postings and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Postings. Moreover, Industry Dive does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any Posting displayed, uploaded, or distributed by you or any other user. Nevertheless, Industry Dive. reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to Postings (or parts thereof) that Industry Dive reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Industry Dive, its users, or the public, or (vi) that Industry Dive believes in good faith violate this Agreement and/or are, or are potentially, unlawful or harmful to Industry Dive, its services, or goodwill. If you violate this Agreement, Industry Dive may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Industry Dive Platform.
13. PROPRIETARY RIGHTS. This Agreement provides only a limited license to access and use the Industry Dive Platform in accordance with the terms of this Agreement. Accordingly, you hereby agree that Industry Dive transfers no ownership or intellectual property interest or title in and to the Industry Dive Platform or any other Industry Dive intellectual property to you or anyone else in connection with your use of the Industry Dive Platform. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Industry Dive Platform are exclusively owned, controlled, and/or licensed by Industry Dive or its licensor(s). INDUSTRY DIVE, SOCIAL MEDIA TODAY, and all other marks identifying the products or services of Industry Dive are proprietary trademarks of Industry Dive, and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the prior express written permission of Industry Dive is hereby strictly prohibited.
15. DISCLAIMER. THE INDUSTRY DIVE PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. INDUSTRY DIVE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. INDUSTRY DIVE ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE INDUSTRY DIVE PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS. THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE INDUSTRY DIVE PLATFORM.
16. LIMITATION OF LIABILITY. YOU ALSO EXPRESSLY ABSOLVE AND RELEASE INDUSTRY DIVE FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND INDUSTRY DIVE'S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INDUSTRY DIVE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE INDUSTRY DIVE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE INDUSTRY DIVE PLATFORM, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE INDUSTRY DIVE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF INDUSTRY DIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF INDUSTRY DIVE FOR ANY REASON WHATSOEVER RELATED TO USE OF THE INDUSTRY DIVE PLATFORM SHALL NOT EXCEED Five Hundred Dollars ($500) (US) OR THE AMOUNT PAID BY YOU TO INDUSTRY DIVE DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER.
17. INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Industry Dive’s intellectual property or proprietary rights, may cause irreparable injury to Industry Dive, whereby such injury would not be quantifiable in monetary damages, and Industry Dive would not have an adequate remedy at law. In the event of such injury or potential for such injury you therefore hereby agree that Industry Dive shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
18. SECURITY & ENFORCEMENT. Any actual or attempted use of the Industry Dive Platform by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Industry Dive reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Industry Dive Platform (“<u>User Information</u>”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Industry Dive Platform. Industry Dive may share any User Information Industry Dive obtains from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. Industry Dive will also disclose User Information as required by any court order and/or subpoena. In addition, Industry Dive hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Industry Dive Platform, or any portion thereof, in order to protect the Industry Dive Platform, Industry Dive intellectual property, Industry Dive, or the business interests of Industry Dive and/or its members and affiliates.
19. GOVERNING LAW. This Agreement has been made in and will be construed and enforced in accordance with the laws of the District of Columbia as applied to agreements entered into and completely performed in the District of Columbia. You agree to the personal jurisdiction by and venue in any federal or state court in the District of Columbia, and waive any objection to such jurisdiction or venue and further to a jury trial in any action. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. Any claim that you might have against Industry Dive must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In any legal proceeding brought by Industry Dive, Industry Dive shall have the right to seek and be awarded all reasonable attorneys' fees and costs in addition to any other relief, at law or in equity, to which Industry Dive may be entitled. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form. Please print a copy of this Agreement or contact Industry Dive if you wish to receive a printed copy of this Agreement.
20. TERM AND TERMINATION. This Agreement will take (re-take) effect at the time you click “<u>I ACCEPT</u>”, download the Industry Dive Platform or begin using the Industry Dive Platform, whichever is earliest. This Agreement will terminate automatically if (i) you fail to comply with any of its terms and conditions; or (ii) cease all use of the Industry Dive Platform. Termination will be effective without notice. In addition, Industry Dive may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Industry Dive Platform shall immediately cease and you must promptly delete or destroy all copies of the Industry Dive Platform in your possession or control. Sections 2, 6, 7, 13, and 15-23 will survive the termination of this Agreement.
21. WAIVER & SEVERABILITY. Industry Dive’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent or other default or failure of performance. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
22. OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to the access or use of Industry Dive’s other products and services. If there is a conflict between this Agreement and any other notices, terms, or conditions, Industry Dive shall resolve any conflict in good faith in its sole discretion but this Agreement shall generally control with respect to accessing and using the Industry Dive Platform.