INTELLIGENCE AGREEMENT TERMS AND CONDITIONS

PLEASE READ THIS LICENSE AGREEMENT AND ANY ORDER FORM(S) CAREFULLY BEFORE ACCESSING THE LICENSED MATERIALS (COLLECTIVELY, THE “AGREEMENT”).

The terms and conditions set forth below as well as additional terms specified in any Order Form shall govern the use of any ALM product, service, report or publication (in all formats) including all information, data, materials, software, functionality, services and content contained therein (“Licensed Material”) provided by ALM Global, LLC (“ALM”) to you (“you” or Licensee”). Any term used but not defined in this License Agreement shall have the meaning ascribed to it in the Order Form. Except as otherwise expressly set forth herein, in the event of conflict or inconsistency between the terms of an Order Form and this License Agreement, the Order Form shall govern. An “Order Form” means the fully excecuted purchase order, invoice or other product form detailing the terms of your license to access and use the Licensed Material or, for a la carte purchases of ALM products and services on an ALM website, the terms and conditions set forth on such site, including without limitation, a price for the license of such Licensed Material (“License Fee”).

By accessing or using the Licensed Material, you signify your assent to this Agreement. If you do not agree to the terms and conditions contained in the Agreement, please do not access or use the Licensed Material.

AUTHORIZED USERS. ALM will provide you with a number of user accounts as specified in the Order Form, to access Licensed Material on the ALM Server (“Authorized Users”). For the avoidance of doubt, and notwithstanding the foregoing, Authorized Users may be limited pursuant to and as stated in an Order Form, including but not limited to, limitations by number of users or a user’s office location. Access to and use of the Licensed Material by any other third party is not permitted. Any increase to the number of Authorized Users must be approved by ALM in writing and may be subject to additional fees. “Server” means a server, either ALM’s server or a third party server designated by ALM, on which the Licensed Material are installed and may be accessed in accordance with the terms herein.
GRANT OF RIGHTS.
1. Subject to the terms of the Agreement and in exchange for any applicable License Fee, ALM grants Licensee, solely during the Term of this Agreement, a non-exclusive, non-transferable, non-sublicenseable right for the number of Authorized Users, to access, store and use the Licensed Material for internal, non-commercial purposes within Licensee’s organization only and solely as expressly permitted in this License Agreement and the Order Form (“Internal Use”).
2. If Licensee desires to make accessible by any means whatsoever the Licensed Material to third parties outside Licensee’s firm or organization or use the Licensed Material for any commercial purposes, including without limitation Self-Promotional Use or Licensee Product Use (as defined in the Order Form, such uses, collectively, “External Use”), Licensee shall first provide ALM with a written request including details about the intended External Use (including without limitation the business purpose, distribution audience, the distribution medium and mock ups of the intended use), obtain the express written permission of ALM, and pay any additional license fees, as determined by ALM. All External Use is subject to terms and limitations set forth in the External Use Guidelines, attached to the applicable Order Form. If such permissions are obtained and any applicable fees are paid, ALM shall, subject to the terms of the Agreement, grant Licensee a non-exclusive, non-transferable, non-sublicensable right to use the applicable item(s) of Licensed Material for External Use, in each case in accordance with the limitations set forth in the Order Form.
3. Licensee acknowledges and agrees that for both Internal and External Use, ALM does not convey to Licensee any permissions, clearances, releases, or other rights related to the persons, entities, private properties, products, trademarks, or brands, or music, voice or other audio, depicted or embodied in the Licensed Material. Without limitation of Licensee’s obligations under this Agreement, Licensee shall be solely responsible for determining and obtaining any necessary release(s) or permissions in connection with Licensee’s intended use of the Licensed Material.
4. All rights not expressly granted in the Agreement are reserved by ALM.
AUTHORIZED USES. Licensee’s Authorized Users may use the Licensed Material solely in accordance with this Agreement, in the regular course of legal and other professional, business or academic research and related work for Licensee’s firm or organization. In particular, except as otherwise provided or permitted in an applicable Order Form or otherwise by ALM, Licensee’s Authorized Users may make the following uses of the Licensed Material:
1. Print select and limited portions of Licensed Material and/or download from the Server select and limited portions of Licensed Material to a storage device under an Authorized User’s exclusive control (such printed and/or stored Licensed Material, “Downloaded Licensed Material”);
2. Access, use and distribute such Downloaded Licensed Material for Internal Use and/or External Use, as specified in the Order Form; or
3. Quote and excerpt from such Downloaded Licensed Material by electronic cutting and pasting or other means in memoranda, reports and similar work product created by an Authorized User in the regular course of its duties for Licensee (such works, “Licensee Works”). Except as otherwise provided or permitted in an applicable Order Form or otherwise by ALM, Licensee Works containing any Licensed Material may only be used for Internal Use. All Downloaded Licensed Material must be removed from Licensee’s systems upon the expiration or termination of the Term.
RESTRICTIONS. Other than as expressly permitted in this License Agreement or in an applicable Order Form (and only to the extent so specified and subject to any additional restrictions therein), you shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Licensed Material. Without limiting the foregoing, you may not:
1. Systematically make print or electronic copies of the Licensed Material or any portion thereof in an effort to duplicate significant portions of the Licensed Material or systematically distribute any portion of the Licensed Material;
2. Distribute or use the Licensed Material in a manner that is intended to avoid the purchase of licenses for additional Authorized Users;
3. Make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material;
4. Create a database (electronic or otherwise) using all or any portion of the Licensed Material; use, distribute or store any Licensed Material as part of any database, file site, library, archive, or other storage and retrieval system; or install, post or distribute any part of the Licensed Material on any web site, electronic network or similar service;
5. Use Licensed Material in any manner whatsoever after the expiration or termination of the Term;
6. Use Licensed Material (directly or in context or juxtaposition with other material or subject matter) in a manner that is, defamatory, unlawful or in violation of any applicable regulations or industry codes or third party rights;
7. Decompile, disassemble, or otherwise reverse-engineer an ALM product containing the Licensed Material; or use the Licensed Material via mechanical, programmatic, robotic, scripted, spider, manual or any other automated means;
8. Modify or alter in any manner whatsoever the Licensed Material as delivered by ALM to Licensee; or
9. Remove or alter the authors’ names or ALM’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Material.
ADDITIONAL RESTRICTIONS. Notwithstanding anything to the contrary in this Agreement or an applicable Order Form, you may not use and may not authorize any third party to use the Licensed Material (including Downloaded Licensed Material) or any Licensee Works thereof in any manner (including, without limitation, with respect to quantity, frequency of access, distribution or scope of distribution, systematic or deliberate nature of actions, as applicable) that could, in ALM’s good faith judgment, cause the Licensed Material so used to: (i) be a source of or substitute for the Licensed Material; (ii) affect ALM’s ability to realize revenue in connection with the Licensed Material; (iii) compete with the business of ALM or its affiliates; or (iv) negatively affect network or servers of ALM or its affiliates, including without limitation the speed of delivery of Licensed Material.
TERM. The term of this Agreement shall commence upon the effective date set forth on any applicable Order Form and shall continue (unless sooner terminated hereunder), until the end of any applicable Trial Period or the end of the term specified on the applicable Order Form (including any renewal periods, collectively, the “Term”). The “Trial Period” means a one-time, paid or unpaid, trial period which ALM may offer Licensee to access and use certain Licensed Material as selected by ALM in its sole discretion.
In exchange for any applicable License Fee and subject to the terms and conditions of this Agreement, ALM shall make the Licensed Material available, to Licensee and its Authorized Users by the method of delivery specified on the Order Form.
LICENSEE OBLIGATIONS. In exchange for the rights granted to Licensee under this Agreement, Licensee agrees to:
1. ensure that Licensed Material is not made available in any medium accessible by persons other than the Authorized Users, each of whom shall be directed by Licensee to comply with the terms and conditions of this Agreement;
2. use best efforts to protect the Licensed Material from unauthorized use or other breach of this Agreement;
3. monitor compliance and/or track all activity for each Authorized User account and ensure that such Authorized User account is not shared (or made available to multiple users) and is only used in connection with the specific products authorized for such Authorized User account. Furthermore, Licensee shall: (i) maintain the security of all passwords and identifications issued in connection with each Authorized User account; (ii) notify ALM promptly of any unauthorized use of any Authorized User account or other breach of security; (iii) accept all responsibility for any and all activities that occur under each Authorized User account; and (iv) accept all risks of unauthorized access to the Authorized User accounts by individuals acting or purportedly acting on Licensee’s behalf.
4. (i) provide true, accurate, current and complete information about each Authorized User as prompted by the relevant registration form (such information being the “Registration Data”); (ii) maintain and promptly update the Registration Data (by sending an e-mail to the customer service contact specified on the Order Form to keep it fully up to date; and (iii) direct Authorized Users to exit from Authorized User accounts at the end of each session. If ALM determines that any Authorized User account is impermissibly used for other ALM products, ALM may suspend such Authorized User’s account or require Licensee to use and pay for an additional Authorized User for the relevant product.
CREDIT AND INTELLECTUAL PROPERTY
1. All approved External Uses must be accompanied by a statement of attribution in the following form, unless otherwise provided by ALM in writing: “Reprinted from [or, as applicable, “Excerpted from” or “Based on”] [REPORT NAME], published on [DATE]. © 2023 ALM Global Properties, LLC. All rights reserved.”
2. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, ALM grants Licensee no right or license, express or implied, to the Licensed Material.
3. Trademarks. In connection with the use of “ALM” or any other of ALM’s trade names, trademarks, logos or service marks provided hereunder, including the names of all Licensed Material collections (“Marks“), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of ALM; (ii) except as expressly required in order to satisfy any applicable credit obligations under this Agreement, nothing in this Agreement shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.
4. Notice of Violations. Licensee will immediately notify ALM if Licensee becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of ALM’s intellectual property rights, including, but not limited to, Marks and copyrights.
REPRESENTATIONS & WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY
1. ALM represents and warrants that (i) it has the right and authority to enter into this Agreement and (ii) the content contained in the Licensed Material, as provided by ALM hereunder, does not infringe on any third party copyrights.
2. Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee’s sole and exclusive remedy for any breach of the warranties set forth in this Section, ALM shall, subject to the terms of Section 10, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ( “Claims”) relating to a breach by ALM of its warranties set forth in Section 10.1. ALM shall have no obligation for any Claims that arise out of or are a result of: (i) Licensee’s modification of the Licensed Material; (ii) the context in which Licensed Material is used in another work; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from ALM, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states ALM’s entire indemnification obligation under this Agreement.
3. You agree, subject to the terms of this Section, to defend, indemnify and hold harmless ALM and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of Claims relating to: (i) Licensee’s use of any Licensed Material except to the extent such Claim arose due to a breach by ALM of its representations and warranties in Section 10.1; or (ii) any breach by Licensee of this Agreement.
4. Any party seeking indemnification under this Section (the “Indemnitee”) shall (a) promptly notify the indemnifying party (the “Indemnitor”) in writing of the Claim, (b) provide the Indemnitor sole control over the defense and/or settlement of such claim, at Indemnitor’s expense and with Indemnitor’s choice of counsel, and (c) at the Indemnitor’s request and expense, provide full information and reasonable assistance to Indemnitor with respect to such claim. Indemnitee may join in defense of a claim with counsel of its choice at its expense. Indemnitor and Indemnitee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. The Indemnitor must obtain the prior written consent of the Indemnitee (which will not be unreasonably withheld, conditioned or delayed) prior to entering into any settlement of any third party claim that: (i) includes an admission of liability by the Indemnitor; (ii) includes the payment of any amounts not covered by the Indemnitor’s indemnification obligations; or (iii) imposes any obligations on the Indemnitee.
5. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIAL IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. ALM MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED MATERIALS OR THE INFORMATION THEY CONTAIN. In no way shall ALM be liable to you for any claims relating in any way to your inability or failure to perform any kind of research or related work or to perform such research or related work properly or completely, even if assisted by ALM, your use of the Licensed Material or your reliance on the information contained in the Licensed Material.
6. ALM does not warrant that the Licensed Material or access to any ALM content, information or data will be uninterrupted, secure, complete, error-free or free of viruses or any other harmful files, and ALM shall not be liable for any damage caused by such destructive features. To the maximum extent permitted by law, ALM shall not be liable for any delays, errors or interruptions in the services from whatever cause, or any loss or damage arising therefrom or occasions thereby, or by reason of any non-performance.
7. IN NO EVENT SHALL ALM BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO ANY AUTHORIZED USER, FOR ANY LOST REVENUES, LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE LICENSED MATERIAL, EVEN IF ALM HAS BEEN ADVISED OF SUCH DAMAGES. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, ALM’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT SHALL IN NO CIRCUMSTANCE EXCEED THE LICENSE FEE PAID BY YOU TO ALM UNDER THIS AGREEMENT IN RESPECT OF THE TERM DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, YOU MAY BRING NO ACTION ARISING FROM THIS LICENSE MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. You acknowledge that the Licensed Material are highly proprietary material in nature and that unauthorized copying, transfer or use may cause ALM irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this Agreement by you may be enforced by ALM by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
FEES AND PAYMENTS.
1. Where applicable, payment is due in full within thirty (30) days after the invoice date. After thirty (30) days, ALM may assess interest on all outstanding balances at a rate of 2% or such lesser amount as is allowed by law, on any unpaid balance until payment is received in full. License Fees do not include applicable taxes which will be included on the invoice. ALM reserves the right to suspend or deactivate Licensee’s access to the Licensed Material, without further notice, if ALM does not receive payment within thirty (30) days after the invoice date. If Licensee reasonably believes that an amount on an invoice is incorrect, Licensee shall promptly notify ALM in writing (email to suffice) and the parties will work in good faith to resolve any billing discrepancies. In the event that it is mutually agreed that an invoice is incorrect, ALM shall reissue a new invoice with the corrected amount to Licensee for payment in accordance with this provision.
2. If you terminate your license prior to the expiration of any Trial Period, you will not have any financial obligation with respect to your license, and your credit card will not be charged for your use of the Licensed Material. If you do not cancel your license prior to the expiration of the Trial Period, the applicable License Fee indicated at the time you registered for the license will automatically be charged to the credit card you designated as the credit card to be billed for your account.
3. All License Fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the license Term during which you terminate your license, are nonrefundable. Termination of your license shall not relieve you of any obligations to pay accrued charges.
4. Prices exclude all shipping, handling and taxes unless stated otherwise. ALM collects taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. ALM cannot accept exemption certificates for purchases made online. Contact the customer service specified on the Order Form if this transaction is exempt from tax.
TERMINATION.
1. ALM may terminate this Agreement prior to the end of the Term in the event: (i) you default in making payment of any License Fee, and fail to remedy such default within thirty (30) days of notification in writing by ALM; (ii) you breach Section 2 (Grant of Rights), Section 4 (Restrictions) or Section 5 (Additional Restrictions); or (iii) you breach any other material provision of this Agreement and fail to remedy such default within thirty (30) days of notification in writing by ALM. ALM may take further action as ALM may determine to be appropriate under the circumstances to eliminate or preclude repeat violations, and ALM shall not be liable for any damages of any nature suffered by any customer, user, or any third party resulting in whole or in part from ALM’s exercise or its rights under this Agreement.
2. Except as otherwise provided in the Order Form, all rights under this Agreement shall automatically terminate upon the termination or expiration of this Agreement. For the avoidance of doubt, upon the termination or expiration of this Agreement you shall immediately cease to distribute or make available the Licensed Material and you shall remove any and all electronic copies of the Licensed Material (including without limitation, Downloaded Licensed Material) from your systems. Notwithstanding the foregoing, Licensee may, after expiration or termination of the Term, continue to use (without the rights to modify, alter, or manipulate) the Licensee Works created during the Term for Internal Use only. Licensed Material may in no instance continue to be used in a new Licensee Works, or for the first time, after the Term.
LINKING. To the extent that any ALM website contains links to outside services and resources, ALM does not control the availability and content of those outside services and resources. These links are provided solely for your convenience. ALM does not endorse or make any representations about any third party sites, or any material found on them, or any results that may be obtained from using them. If you decide to access any of these third party websites you do so entirely at your own risk. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource.
GOVERNING LAW; DISPUTE RESOLUTION
1. This Agreement shall be governed by and construed in accordance with the laws of the New York, without application of conflict of laws rules. The parties irrevocably agree that any dispute arising out of or in connection with this Agreement will be subject to and within the exclusive jurisdiction of the federal and state courts located in New York, New York.,
2. YOU AND ALM EACH VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY DISPUTE ARISING OUT OF THIS AGREEMENT.
3. This Section 14 shall survive termination of this Agreement. If any provision of this Section 14 is declared or found by a court of competent jurisdiction to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable.
MISCELLANEOUS TERMS
1. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, unauthorized access to Authorized User accounts) constitutes copyright infringement, entitling ALM to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
2. Withdrawal. ALM reserves the right at any time to withdraw from the Licensed Material any item or part of an item for which it no longer retains the right to publish, chooses to no longer offer for any reason, or which it has reasonable grounds to believe may give rise to a third party claim.
3. Entire Agreement. This License Agreement, including any schedules hereto and the applicable Order Form, constitute the entire agreement and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Without limiting the foregoing, this Agreement shall supersede the terms and conditions of any purchase order issued or delivered by Licensee prior to, contemporaneous with, or subsequent to this Agreement, and such terms and conditions shall be given no effect.
4. Amendment and Assignment. Neither this License Agreement nor any Order Form shall be changed, modified or amended except by a writing signed by a duly authorized representative of ALM and the Licensee. Neither party may assign this Agreement or any rights or obligations created under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that ALM may assign this Agreement (i) to any subsidiary or affiliated company, (ii) to an entity succeeding to all or substantially all of the stock or assets, whether by merger or purchase, of ALM or the ALM intelligence business, or (iii) to an entity purchasing all or substantially all of the assets relating to the Licensed Material, provided that any such entity shall expressly assume all of ALM’s obligations under the Agreement. Any unauthorized assignment or delegation will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties’ successors and assigns.
5. Notices. Any notices to either party under this Agreement shall be in writing and delivered by email (effective upon confirmation of receipt), hand or sent by nationally recognized messenger service, for example, UPS or Fedex or by registered or certified mail, return receipt requested, to the following address (i) if to ALM, to ALM Global, LLC, 150 East 42nd Street, Mezzanine Level, New York, New York 10017, Attn: General Counsel; and (ii) if to Licensee, at the address listed on the Order Form.
6. Force Majeure. Other than for payment obligations, neither party’s delay or failure to perform or enforce any provision of this Agreement, as result of circumstances beyond its reasonable control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this Agreement.
7. Severability. If any provision of this Agreement is held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this Agreement. If the parties fail to negotiate a substitute provision, this Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
8. Import/Export Controls. Each party shall comply with and abide by all export, re-export and foreign policy laws that may be imposed by the United States government applicable as to United States companies (regardless of whether a party is a United States company), particularly in respects to any country which the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software, an entity on the Specially Designated Nationals and Blocked Persons as maintained by the U.S. Treasury Department’s Office of Foreign Assets Control or the U.S. Commerce Department’s Denied Persons List or Entities List.
9. No Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
10. Headings. The headings used in this License Agreement are for convenience of reference only and shall not affect the construction or interpretation of any of the provisions hereof.
11. Independent Contractors. The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party. This Agreement will not be construed to create or imply any partnership, agency or joint venture.

Last Updated: November 8, 2023.