PUBLIC SITES TERMS OF USE

Last updated: May 22, 2018

Welcome, from Ipreo and the Ipreo family of affiliated companies (“Ipreo”). These Public Sites Terms of Use as updated from time to time (“Terms”) govern use of all Ipreo public websites and the content therein (the “Site(s)”). You accept these Terms through your use of the Site, including to register for an event for which Ipreo is providing registration services (“Event”). Note that use of non-public Ipreo websites is governed by Ipreo’s Products Terms of Use and any other applicable agreements.

Please note that any failure to abide by these Terms is grounds for immediate suspension or termination of access to the Site and may give rise to other legal rights and remedies.


1. Ipreo Content; Intellectual Property and Other Proprietary Rights

The Site includes a broad array of content and certain functionality. All user interfaces, all reports, graphics, software, and all other information and other content, or portion or combination thereof, provided and made available by Ipreo in connection with the Site (“Ipreo Content”) are owned by Ipreo or its providers.

Ipreo Content is licensed to you for viewing only, and only for your ordinary business purposes, and not for redistribution or for any other purpose. Note that Ipreo and its Third-Party Providers (defined below) do not make any representations or warranties regarding the accuracy or completeness of Ipreo Content, and Ipreo reserves the right to change or update any Ipreo Content at any time without notice.

Ipreo Content does not include User-Submitted Content (defined below), and Ipreo Content does not include content accessed on any third-party website, even if that website is linked to or from a Site.

Some of the software that Ipreo uses to provide the Site as well as some of the data or other content in the Ipreo Content is provided by third parties that are not affiliated with Ipreo (“Third-Party Providers”). For additional terms pertaining to content from Third-Party Providers, see Section 6 (Third-Party Content) below.

As between you and Ipreo, Ipreo owns all right, title, and interest in and to the Site, and Ipreo and its licensors own all applicable U.S. and international copyrights, trademarks, trade secrets, trade dress, patent rights, and other intellectual property rights in and to the Ipreo Content, including the software that Ipreo uses to provide the Site (“Ipreo IP”).

The trademarks, service marks, logos, slogans, trade names, trade dress, domain names and social media names used on the Site are proprietary to Ipreo or its affiliates, suppliers, vendors, licensors, partners or sponsors. Without limiting the foregoing, for a list of Ipreo’s current key trademarks click hereThose marks shown with ® are trademarks registered in the United States Patent and Trademark Office. Unauthorized use of any trademark of Ipreo or its suppliers, vendors, licensors, partners, or sponsors may be a violation of applicable trademark laws. However, any third party names or trademarks referenced in the Site or Ipreo Content do not constitute or imply affiliation, endorsement, sponsorship, or recommendation by Ipreo of the third parties, or by the third parties of Ipreo.

You do not acquire any ownership rights in any Ipreo Content or other Ipreo IP under these Terms, or otherwise in connection with your use of the Site or any Ipreo Content or any information on the Site. All rights not expressly granted to you herein are expressly reserved.


2. Privacy; User-Submitted Content

You acknowledge and agree that when you access or use a Site, including when you register for an Event or request information about an Ipreo product or service (“Ipreo Product”) or an Event, Ipreo may collect, store, and use your contact information, Event registration details, preferences, permissions, and related information. This may include technical details about your computing device and browser. Additional information regarding Ipreo’s storage and handling of such personal data is set forth in Ipreo’s Public Sites Privacy Policy.

The Site may permit the uploading, posting, or transmittal of contact information, Event registration information, or other content or information submitted by you or other Site users (all such content or information, “User-Submitted Content”). Ipreo shall have no responsibility or liability for any User-Submitted Content or access thereto, and Ipreo shall not be responsible for any loss, unavailability, inaccuracy, or corruption of such User-Submitted Content. You agree to provide User-Submitted Content only in accordance with applicable law, and you represent that you have obtained all necessary rights and consents for the contemplated publication, use, storage, transfer, and dissemination of such User-Submitted Content in accordance with these Terms.

With respect to any User-Submitted Content submitted by you, you hereby grant to Ipreo, its third-party service providers acting on behalf of Ipreo, and where applicable Event sponsors or organizers, the right and a license to post, store, and use, modify, and disclose such User-Submitted Content for business purposes including in connection with the normal functioning of the Site and in connection with an Event for which you have registered or expressed an interest.

You represent, warrant, and covenant that you shall not submit any User-Submitted Content which (A) is unlawful, threatening, abusive, libelous, obscene, vulgar, or indecent; (B) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (C) violates, plagiarizes, infringes, or constitutes a misappropriation of the rights of any third party including, without limitation, copyright, trademark, trade secret, patent, or any other proprietary right, or any rights of privacy or publicity; (D) violates any obligation of confidentiality; or (E) contains any software code or computer programming of any kind.

Ipreo reserves the right to remove, or to refuse to post or transmit, any User-Submitted Content in whole or in part that Ipreo believes has been uploaded in violation of these Terms, or that Ipreo believes constitutes a threat to the operation or integrity of the Site or to the rights and interests of Ipreo, or its Site users.

Where applicable, Ipreo will process notifications of claimed infringement regarding User-Submitted Content and any other information posted on any Site, under the Digital Millennium Copyright Act (“DMCA,” found at 17 U.S.C. § 512). Additional information concerning DMCA copyright notifications is set forth in Section 11 (DMCA Copyright Notifications) below.


3. Disclaimer Regarding Advice

Neither Ipreo nor any information on the Site provides investment, business, tax, legal, or consulting advice or direction of any kind. Ipreo does not validate and makes no recommendations with respect to any User-Submitted Content. You should not rely on the Site in making an investment or other financial decision. You should obtain relevant and specific professional advice before making any such decision.

Ipreo is not registered as a broker or dealer with the U.S. Securities and Exchange Commission (SEC) nor is it a member of a self-regulatory organization such as the Financial Industry Regulatory Authority, Inc. (FINRA) or of the Securities Investor Protection Corporation (SIPC). Outside of the UK, Ipreo does not engage in any activities that will require it to register as a broker or dealer in the jurisdiction in which such services are performed. Ipreo Limited is authorized and regulated by the UK Financial Conduct Authority under reference number 775369 on the Financial Services Register at http://www.fca.org.uk/register/. Nothing in these Terms is intended to or shall require Ipreo to engage in any activities that would cause Ipreo to be required to register as a broker or dealer in any jurisdiction in which the Products are to be performed or provided.


4. Acceptable Use

You agree to abide by all applicable laws in connection with your use of the Site (including any Ipreo Content or User-Submitted Content). Without limiting the foregoing, you shall not (i) use the Site to transmit libelous, infringing, unlawful, or tortious material, or material in violation of third-party rights; (ii)  transmit, provide access to, or display any Ipreo Content or User-Submitted Content to any person or entity that you know or reasonably believe would engage in unfair or deceptive practices using such Ipreo Content or User-Submitted Content; or (iii) use the Site (including any Ipreo Content or User-Submitted Content) in violation of any law concerning the advertisement or promotion of securities or other investments. In addition, you shall not (iv) use the Site to store or transmit harmful code or devices; (v) interfere with or disrupt the integrity or performance of the Site or related systems, including through or as a result of (A) the use of any virus, ransomware, adware, spyware, worm, or other malicious code, or (B) the communication of a bulk unsolicited offer or advertisement, phishing effort, chain letter, or pyramid scheme; or (vi) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automatic device to access, copy, or scrape any component of the Site (including any Ipreo Content or User-Submitted Content) for any purpose without the express written permission of Ipreo.

You may not (directly or indirectly) (1) sell, publish, transmit, distribute, reproduce, commercially exploit, encumber, rent, or lease the Site (including any Ipreo Content or User-Submitted Content) or any materials derived therefrom in any manner; (2) reverse engineer, decompile, decrypt, disassemble, modify, copy, display, translate or create derivative works based on, or circumvent or disable any security or technological measures of, the Site (including any Ipreo Content); (3) alter, remove, obscure, or fail to reproduce any rights notices contained in the Site (including any Ipreo Content); (4) print, download, or export any Ipreo Content or any User-Submitted Content provided by any other user (5) use the Site (including any Ipreo Content) to create, update, or modify any database or any product or service that could be competitive with or a substitute for any component of any Ipreo Product; or (6) copy, take screen shots of, or otherwise share the appearance or functionality of the Site (including any Ipreo Content) with or for any competitor of Ipreo or any other person or entity for the purpose of competing with Ipreo. Any use of the Site (or Ipreo Content) for the purpose of competing with Ipreo is expressly prohibited.


5. Personal Data Transfers

To the extent User-Submitted Content includes any personal data, you acknowledge and agree that, subject to any additional requirements under applicable law, Ipreo may cause or permit such personal data to be transferred between or among various Ipreo affiliates, service providers, Event co-sponsors and organizers, and facilities, including to various locations in the United States and other countries. 


6. Third-Party Content

In connection with the Site, Ipreo may use, display, or provide access to data, information, white-papers or other content provided by Third-Party Providers (“Third-Party Content”). Ipreo has no discretion to verify, alter, or update such Third-Party Content (including any advertising or other marketing material included therein). The fact that Ipreo has provided content from a third-party source in connection with the Site is not an endorsement of the content or its source. We urge you to make sure you evaluate the underlying risks before using or relying upon any Third-Party Content. Ipreo shall have no responsibility or liability for any third-party content or access thereto, and Ipreo shall not be responsible for any loss, unavailability, inaccuracy, or corruption of such content.


7. General Disclaimers

Although Ipreo will endeavor to offer near-continuous access to the Site, including Ipreo Content, such access is neither certain nor guaranteed, and Ipreo shall not be liable for any damages or other adverse consequences arising as a result of the unavailability of the Site(including any Ipreo Content) for any period of time.

YOU ACKNOWLEDGE THAT IPREO CANNOT GUARANTEE THAT THIRD PARTIES WILL NOT UNLAWFULLY ACCESS IPREO’S OR ITS THIRD PARTY SERVICE PROVIDER’S OR EVENT ORGANIZER’S OR CO-SPONSOR’S CLOUD INFRASTRUCTURES, PLATFORMS, OR WEBSITES (INCLUDING THE SITE), AND/OR ANY IPREO CONTENT AND/OR USER-SUBMITTED CONTENT, IPREO WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH UNAUTHORIZED THIRD PARTY ACCESS, OR FOR ANY ASSOCIATED UNAVAILABILITY, DISSEMINATION, OR DELETION, DESTRUCTION, DAMAGE, OR OTHER LOSS OF ANY USER-SUBMITTED CONTENT.

(i) Ipreo and its Third-Party Providers are not responsible for, shall not be liable for, and shall have no obligation to correct any bugs, defects, or errors in any aspect of the SITE (including any Ipreo Content), or to support, maintain, improve, modify, upgrade, update, or enhance any aspect of the SITE (including Ipreo Content); and (ii) use, downloading, and installation of any Ipreo Content or other aspect of the SITE  (including any posting or use of User-Submitted Content) are at your own risk, and Ipreo and its Third-Party Providers are not responsible and shall not be liable for any damage to any computing device in connection with such use, or any loss of data that may result, or for actions taken or decisions made based on such use.

THE SITE INCLUDING BUT NOT LIMITED TO ALL IPREO CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. NEITHER IPREO NOR ITS THIRD-PARTY PROVIDERS MAKE ANY WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY IPREO CONTENT OR THAT THE SITE OR OTHER ASPECTS OF THE SITE ARE ERROR-FREE, CURRENT, COMPLETE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME, OR ARE COMPATIBLE WITH ANY PARTICULAR DEVICE, SOFTWARE, OR PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IPREO AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM IPREO OR THROUGH THE SITE OR PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.


8. Indemnity

 You agree to indemnify and hold harmless IPREO and ITS third-party providers and their RESPECTIVE officers, directors, agents, and representatives from and against any claim, suit, action, or loss (including reasonable attorneys’ fees) arising from or related to (i) any user-SUBMITTED CONTENT posted by you; (ii) your use of the SITE (INCLUDING ANY IPREO CONTENT),; or (iii) your violation of these Terms, EVEN IF SUCH ANY SUCH CLAIM, SUIT, OR ACTION INCLUDES AN ALLEGATION THAT IPREO OR ITS THIRD-PARTY PROVIDERS WERE NEGLIGENT.


9. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW,: (A) IPREO AND ITS THIRD-PARTY PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER THESE TERMS OR ASSOCIATED WITH YOUR USE OF THE SITE OR PRODUCTS OR ANY OTHER ASPECT OF THE SITE OR PRODUCTS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, LACK OR LOSS OF DATA, OR OTHER INTANGIBLE LOSSES; AND (B) IPREO’S AND ITS THIRD-PARTY PROVIDERS’ MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING UNDER OR RELATING TO THESE TERMS, THE SITE, THE PRODUCTS OR OTHER ASPECT OF THE SITE OR PRODUCTS (INCLUDING ANY IPREO CONTENT) SHALL BE ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHER LEGAL THEORY, AND EVEN IF IPREO OR A THIRD-PARTY PROVIDER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES; MOREOVER, THESE LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY RESULTING, LIMITED REMEDY.

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY IN A MANNER THAT IS NOT PERMISSIBLE UNDER APPLICABLE LAW. IN SOME CIRCUMSTANCES, SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN THE APPLICABLE JURISDICTION AS TO YOUR USE OF THE PRODUCTS WILL APPLY TO SUCH USE. WITH RESPECT TO ANY LIMITATIONS WHICH ARE NOT LAWFUL AS STATED, IPREO’S AND ITS THIRD-PARTY PROVIDERS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.


10. Revisions to Terms; Termination

Ipreo may revise these Terms from time to time. You may be required to agree to revised Terms as a condition of continued use of a particular Site or any aspect of the Site, and in any event your continued use of the Site after the effective date of any revised Terms shall confirm your agreement to be bound by such Terms.

Ipreo reserves the right to reconfigure or discontinue features or functionality of the Site, Products or any other aspect of the foregoing at any time, with or without notice, for any reason or no reason at all, with no liability to you.

All rights granted to you by these Terms will terminate if you fail to comply with any provision of these Terms.

All provisions or obligations contained in these Terms which by their nature or effect are required or intended to be observed, kept, or performed after termination (including without limitation Sections 1 (Ipreo Content; Intellectual Property And Other Proprietary Rights), 3 (Disclaimer Regarding Advice), 7 (General Disclaimers),  8 (Indemnity), 9 Limitations on Liability, 11 (DMCA Copyright Notifications) and 12 (Miscellaneous) of these Terms) shall survive any termination of your rights under these Terms.


11. DMCA Copyright Notifications

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Ipreo’s designated agent a written notification of claimed infringement containing the following information:

1. a physical or electronic signature of the owner of or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work(s) claimed to have been infringed;
3. a description of where the material that you claim is infringing is located on any Ipreo websites or applications (for example, by providing URL(s));
4. information reasonably sufficient to permit Ipreo to contact you, such as your address, telephone number, and, if available, an electronic mail address at which you may be contacted;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the owner of or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Ipreo will process your notification in compliance with the applicable provisions of the DMCA. Ipreo’s designated agent to receive notifications of claimed infringement under the DMCA is:

Carol Anne Been
Dentos US LLP
+ 1 312.876.3122
carolanne.been@dentons.com


12. Miscellaneous

The laws of the State of New York, excluding its conflicts of law rules, shall govern these Terms, and you hereby irrevocably agree that all claims or disputes arising out of or in connection with these Terms be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York, County of New York, and you waive any objection to personal jurisdiction or the propriety or convenience of venue in such courts.

These Terms are the complete and exclusive statement of the agreement with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto. The failure of Ipreo to require performance of any provision of these Terms in no manner shall affect its right at a later time to enforce the same. No waiver by Ipreo of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other such breach, or a waiver of any other breach of these Terms.

If any provision of these Terms shall to any extent be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms shall in no way be affected or impaired thereby and each such provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. The section headings in these Terms are for convenience only and shall have no legal or contractual effect.


Effective Date: May 22, 2018

Version: 3.0