Money Media Corporate Services Subscriber Agreement (“Subscriber Agreement”)
1 Status of Subscriber Agreement.
1.1 PLEASE READ THIS LEGALLY BINDING SUBSCRIBER AGREEMENT CAREFULLY. WE RECOMMEND THAT YOU PRINT, STORE OR SAVE A COPY OF IT FOR YOUR RECORDS. It sets out the terms under which the subscribing company (the “Customer”) and its Users (as defined below) are allowed to use one of the following, by way of a subscription (a “Subscription”):
(a) the Fundfire website and the content available on or through the Fundfire website;
(b) the Ignites website and the content available on or through the Ignites website;
(c) the Ignites Asia website and the content available on or through the Ignites Asia website;
(d) the Ignites Europe website and the content available on or through the Ignites Europe website;
(e) the Agenda website and the content available on or through the Agenda website;
(f) the BoardIQ website and the content available on or through the BoardIQ website; or
(g) a combination of any of the above
and in each case, the website being the “Service”, and the content available on or through the Service being the “Content”, irrespective of the device used to access it.
(a) in the case of a Subscription to Fundfire, Ignites, Ignites Asia and Ignites Europe, the Customer’s full-time employees and the full-time employees of the Customer’s wholly-owned subsidiaries (each, a “Subsidiary”);
(b) in the case of a Subscription to Agenda, the Customer’s Board of Directors and senior level executives; and
(c) in the case of a Subscription to BoardIQ, the Customer’s fund Board of Directors or Board of Trustees and the Customer’s full-time employees.
1.2 Each time you access any of the Services you are confirming your Agreement to this Subscriber Agreement. This Subscriber Agreement governs Customer’s and its Users’ access to and use of the Services and Content. If you are accepting on behalf of your employer or another entity you warrant and represent that: (i) you have full legal authority to bind your employer or the applicable entity to this Subscriber Agreement; (ii) you have read and understand this Subscriber Agreement; and (iii) you agree on behalf of the party that you represent to this Subscriber Agreement.
1.3 Fundfire, Ignites, Agenda and BoardIQ are published by Money Media Inc. Ignites Asia and Ignites Europe are published by The Financial Times (M-M UK) Limited. For Subscriptions to Fundfire, Ignites, Agenda and Board IQ all references in this Subscriber Agreement to “we”, “us”, “our” and “Money Media” mean Money Media Inc. For Subscriptions to Ignites Asia and Ignites Europe all references in this Subscriber Agreement to we”, “us”, “our” and “Money Media” mean The Financial Times (M-M UK) Limited.
1.4 If you do not agree with the terms and conditions you should not use the Services or any Content and should cancel any Subscription within 7 days of acquiring it by emailing Money Media at email@example.com and we will provide Customer with a full refund for any pre-paid license fees.
1.5 This version of the Subscriber Agreement was first published on January 20, 2012 and constitutes the entire agreement between Money Media and Customer as to the subject matter hereof and supersedes all previous agreements, communications, representations and arrangements unless expressly agreed to otherwise by the parties in writing. Money Media may change the terms of the Subscriber Agreement from time to time and will publish details of the changes in Section 10 below. Customer should regularly check Section 10 to see if any changes have been made. Any revised terms of the Subscriber Agreement shall only apply to Customer with effect from the renewal of its then current Subscription and if Customer does not agree with any of the changes then it may cancel your Subscription within 7 days of the renewal date by emailing Money Media at firstname.lastname@example.org and Money Media will provide Customer with a refund of any pre-paid renewal fee. Customer may also email Money Media at email@example.com if it has any questions about this Subscriber Agreement.
1.6 The Customer acknowledges and agrees that in the event it has taken out Subscriptions to Fundfire, Ignites, Ignites Asia and Ignites Europe on behalf of itself and a Subsidiary:
(a) All claims from any Subsidiary against Money Media shall be brought, to the extent permissible by law, by the Customer on behalf of such Subsidiary;
(b) The Customer shall be responsible for ensuring that the Subsidiaries and the Users at the Subsidiaries comply with any obligations owed by the Customer to Money Media; and Customer shall be responsible for all acts and omissions of the Subsidiaries and Users at the Subsidiaries as if they were the acts or omissions of the Customer;
(c) The Customer and Money Media will be entitled to vary or terminate this Subscriber Agreement without the consent of the Subsidiaries.
2 Proprietary Rights and Permitted Use.
2.1 Money Media or its licensors own all intellectual property rights (including copyright and database rights) in the Services and the Content. Money Media has made a substantial investment in obtaining, verifying and presenting the Content and this Subscriber Agreement prevents the extraction or re-utilization of the Content.
2.2 Only Users will be permitted to view any Content.
2.3 Customer’s usage rights are limited as follows. Users may on a non-exclusive basis use the Content for research and current awareness purposes in the normal course of business which includes:
(a) Retrieving and viewing Content on any compatible device;
(b) Making and storing electronic copies or print copies of the Content (for the avoidance of doubt, this right is limited to Users and shall not entitle Users or Customer to develop an archive of the Content); and
(c) Emailing individual articles taken from the Content to individuals using the “Forward to a Friend” service on an occasional and non-systematic basis; provided that Customer ensures that (a) its clients or other professional persons to whom the articles are being sent are made aware that the articles may not be redistributed or sublicensed and (b) such articles (or portions of articles) are attributed to Money Media.
2.4 Reprints of articles are available for purchase via the policy set forth in the “Reprints” link on the home page of the Service.
2.5 Customer shall not (and shall not permit any third party or User to):
(a) Except as expressly permitted above, copy, cut and paste, reproduce, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, aggregate, publicly display, redistribute, syndicate, share, license, sub-license, publish, sell or in any way commercially exploit any of the Content. In particular Customer and Users shall not forward any Content to any individual or other third party by email or otherwise (except as permitted above via the “Forward to a Friend” function) and nor shall Customer or Users publish any Content on a website, intranet, extranet, email service or in any other electronic or hard copy product or service; or
(b) Share usernames and/or passwords among Users or any third party; or
(c) Remove the copyright or trademark notices from the Service or any copies of Content permitted to be made as above; or
(d) Frame, harvest or scrape the Content or otherwise access the Content for similar purposes; or
(e) Use the Service or Content for any unlawful purpose.
2.6 Money Media reserves the right to monitor use of any Service. Customer acknowledges that “Fundfire”, “Ignites”, “Ignites Asia”, “Ignites Europe”, “Agenda”, “BoardIQ” and “Money Media” are trademarks and may not be used without written permission from Money Media.
2.7 PLEASE NOTE THAT IN ADDITION AND WITHOUT PREJUDICE TO MONEY MEDIA’S RIGHTS AT LAW TO RESTRICT THE TYPES OF USE REFERRED TO ABOVE, THESE RESTRICTIONS ARE ALSO CONTRACTUAL IN NATURE AND BIND ALL USERS OF ANY SERVICE AND/OR CONTENT. ALL RIGHTS RESERVED BY MONEY MEDIA UNDER THIS SUBSCRIBER AGREEMENT ARE WITHOUT PREJUDICE TO ALL OF MONEY MEDIA’S OTHER RIGHTS, WHETHER UNDER THIS SUBSCRIBER AGREEMENT, AT LAW (INCLUDING APPLICABLE COPYRIGHT LEGISLATION), EQUITY OR OTHERWISE.
3.2 On registration, Users must provide Money Media with accurate, complete registration information and Money Media is entitled to rely on any information Users provide to it. Money Media shall provide the Users with access to the Service through the email domains agreed to by the Customer and Money Media in writing prior to the effective date of this Agreement. It is the responsibility of Customer and each User to update and maintain changes to the registration information by contacting Money Media at firstname.lastname@example.org. Each registration is for a single User only. On registration, each User will be sent a user name and password ("ID"). Money Media does not permit any other person sharing an ID or access through a single ID being made available to multiple Users on a network or within an organization. A separate registration is required for each User within an organization. Money Media may cancel or suspend access to the Content if Customer or any User does this without further obligation to Customer or the Users.
3.3 Customer is responsible for all use of the Services made by the Users and for preventing unauthorized use of an ID. If a User wishes to change a username and password, or if Customer believes there has been any breach of security such as the disclosure, theft or unauthorized use of an ID, Customer must notify Money Media immediately by e-mailing to email@example.com.
4 Money Media’s Responsibilities to Customer.
4.1 A summary of what this section means: this section is important and you should read it carefully. It makes clear to what extent, if any, Money Media accepts responsibility (liability) to Customer for Customer’s use and for the Users’ use of the Services or the Content or in respect of any third party products or services referred or linked to in the Services. Unless Customer has a paid-for Subscription, Money Media accepts no financial responsibility to Customer arising from use of any Service or the Content. If Customer has a paid-for Subscription, Money Media limits its financial responsibility to Customer arising from use of any Service or the Content to the price paid for the Subscription. In no circumstances does Money Media accept responsibility for use of Third Party Sites or third party products or services.
4.2 Limitations of Content: The Content is only for general information and use and is not intended to address particular requirements. In particular, the Content, including any content provided by third parties and published through a Service, does not constitute any form of advice, recommendation, representation, endorsement or arrangement by Money Media and is not intended to be and should not be relied upon by users in making (or refraining from making) any specific business, investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any agreements, transactions or other arrangements made between Customer and any third party named on (or linked to from) a Service are at Customer’s sole risk and responsibility. Money Media is not responsible for any use of the Services or Content outside its scope as stated in this Subscriber Agreement.
4.3 What we promise: MONEY MEDIA WILL TRY TO DEVELOP AND OPERATE THE SERVICES WITH REASONABLE SKILL AND CARE AND WILL USE REASONABLE EFFORTS TO PROMPTLY REMEDY ANY FAULTS OF WHICH IT IS AWARE. THIS IS THE ONLY PROMISE MONEY MEDIA MAKES IN RELATION TO THE PROVISION OF THE SERVICES AND THE CONTENT.
4.4 What we do not promise: FUNDFIRE, IGNITES, IGNITES ASIA, IGNITES EUROPE, AGENDA, BOARDIQ, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS MEANS THAT MONEY MEDIA DOES NOT MAKE ANY PROMISES IN RESPECT OF FUNDFIRE, IGNITES, IGNITES ASIA, IGNITES EUROPE, AGENDA OR BOARDIQ, THE SERVICES AND THE CONTENT OR THE SERVICES AND FUNCTIONS AVAILABLE ON OR THROUGH FUNDFIRE, IGNITES, IGNITES ASIA, IGNITES EUROPE, AGENDA OR BOARDIQ OR OF THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED OR LINKED TO FROM THE SERVICES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, MONEY MEDIA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES (EXCEPT ANY DUTIES OF GOOD FAITH) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. MONEY MEDIA ALSO DOES NOT MAKE ANY PROMISES AS TO THE TIMELINESS, SECURITY, PERFORMANCE OR AVAILABILITY OF THE SERVICES AND DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION THAT THE SERVICES OR THE CONTENT IS FREE FROM INFECTION FROM VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
4.5 Our financial responsibility to Customer: CUSTOMER AGREES THAT IF MONEY MEDIA IS IN BREACH OF THIS SUBSCRIBER AGREEMENT, MONEY MEDIA WILL ONLY BE RESPONSIBLE (LIABLE) TO CUSTOMER FOR ANY DAMAGES INCURRED ARISING OUT OF CUSTOMER’S USE OF ANY SERVICE OR THE CONTENT (TO THE EXTENT THAT MONEY MEDIA’S LIABILITY IS NOT OTHERWISE EXCLUDED BY THIS SECTION 4) AS FOLLOWS:
(a) IF CUSTOMER INCURS ANY LOSS AS A RESULT OF USING ANY SERVICE OR ANY CONTENT OUTSIDE THE SCOPE OF THIS SUBSCRIBER AGREEMENT, MONEY MEDIA ACCEPTS NO RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR SUCH LOSS
(b) IF CUSTOMER HAS PAID FOR A SUBSCRIPTION, THEN MONEY MEDIA ACCEPTS RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR ANY DIRECT DAMAGES ACTUALLY INCURRED ARISING OUT OF USE OF THE RELEVANT SERVICE OR THE CONTENT IN ACCORDANCE WITH THIS SUBSCRIBER AGREEMENT, SUBJECT TO A LIMIT EQUAL TO THE PRICE PAID BY CUSTOMER TO MONEY MEDIA FOR THE SUBSCRIPTION DURING THE YEAR IN WHICH THE DAMAGE HAS BEEN INCURRED. CUSTOMER MAY AT ITS OPTION RECEIVE A RENEWAL TO THE SUBSCRIPTION FREE-OF-CHARGE AT THE POINT OF RENEWAL, IN PLACE OF MONETARY DAMAGES.
(c) IF CUSTOMER HAS NOT PAID FOR A SUBSCRIPTION, THEN MONEY MEDIA ACCEPTS NO RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF USE OF ANY SERVICE OR ANY CONTENT.
(d) SUBJECT TO SECTION 4.5(E) BELOW, MONEY MEDIA SHALL INDEMNIFY CUSTOMER AGAINST DIRECT LOSSES, DAMAGES OR COSTS WHICH MAY BE AWARDED BY A COURT OF COMPETENT JURISDICTION AGAINST CUSTOMER OR MAY BE AGREED TO BE PAID IN SETTLEMENT TO A THIRD PARTY, IN EACH CASE, UP TO AN AMOUNT EQUAL TO 150% OF THE PRICE PAID BY CUSTOMER TO MONEY MEDIA FOR THE SUBSCRIPTION DURING THE YEAR IN WHICH THE DAMAGE HAS BEEN INCURRED, IN RESPECT OF ANY CLAIM THAT CUSTOMER’S USE OF THE CONTENT IN ACCORDANCE WITH THE TERMS OF THIS SUBSCRIBER AGREEMENT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF SUCH THIRD PARTY (SUCH CLAIM, A “THIRD PARTY CLAIM”); PROVIDED THAT (A) THE CUSTOMER GIVES WRITTEN NOTICE TO MONEY MEDIA AT THE APPLICABLE ADDRESS LISTED IN SECTION 9 BELOW OF SUCH THIRD PARTY CLAIM IMMEDIATELY ON BECOMING AWARE OF IT AND DOES NOT AT ANY TIME ADMIT LIABILITY OR OTHERWISE ATTEMPT TO SETTLE OR COMPROMISE SUCH THIRD PARTY CLAIM WITHOUT MONEY MEDIA’S PRIOR WRITTEN CONSENT; (B) MONEY MEDIA SHALL HAVE SOLE CONDUCT OF THE DEFENSE OR COMPROMISE OF ANY THIRD PARTY CLAIM, AND AS BETWEEN MONEY MEDIA AND THE CUSTOMER, MONEY MEDIA SHALL HAVE THE SOLE RIGHT TO ANY COSTS AND DAMAGES AWARDED AS A RESULT; AND (C) THE CUSTOMER ACTS IN ACCORDANCE WITH THE REASONABLE INSTRUCTIONS OF MONEY MEDIA AND PROVIDES MONEY SUCH ASSISTANCE AS IT SHALL REASONABLY REQUIRE, AT MONEY MEDIA’S REASONABLE COST, IN RESPECT OF THE CONDUCT OF SUCH DEFENSE OR COMPROMISE.
(e) MONEY MEDIA SHALL NOT HAVE ANY RESPONSIBILITY (LIABILITY) TO THE CUSTOMER FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THIS SUBSCRIBER AGREEMENT WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN.
4.6 THE LIMITATIONS OF LIABILITY IN THIS SECTION 4 APPLY FOR THE BENEFIT OF MONEY MEDIA, ITS AFFILIATES AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS.
4.7 TO THE FULL EXTENT PERMITTED BY LAW CUSTOMER ACKNOWLEDGES AND AGREES THAT MONEY MEDIA’S THIRD PARTY CONTENT AND DATA SUPPLIERS HAVE NO LIABILITY WHATSOEVER TO CUSTOMER IN RESPECT OF ANY OF THEIR DATA SUPPLIED TO CUSTOMER AS PART OF THE CONTENT.
4.8 CUSTOMER ALSO AGREES TO WAIVE, TO THE FULL EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO BRING LEGAL CLAIMS AGAINST SUCH THIRD PARTIES ARISING FROM USE OF THEIR CONTENT IN ANY SERVICE.
4.9 Notwithstanding anything else in this Section 4, Money Media’s liability will not be limited in the case of death or personal injury directly caused by Money Media’s negligence in those countries where it is unlawful for Money Media to seek to exclude such liability.
4.10 The above disclaimers and restrictions on liability apply equally to use of the Services and all Content.
4.11 Without limiting the above, Money Media is not liable for matters beyond its reasonable control. Money Media does not control postal or courier services, telephones, third party communications networks (including Internet Service Providers), the Internet, acts of God or the acts of third parties. Customer is responsible at its cost for obtaining all hardware and communications services needed to access the Services.
5 Third Party Sites and Services.
5.2 Copyright in any software that is made available for download from the Services belongs to Money Media or its suppliers. Customer’s use of the software is governed by the terms of any license agreement that may accompany or be included with the software. Money Media is not responsible for any technical or other issues that may arise if Customer downloads third party software. Customer should not install or use any software unless it agrees to such license agreement.
5.3 The Content and Services may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Services complies with international and national law. Money Media will not be responsible for any error or inaccuracy in advertising or sponsorship material.
6 Subscription Fees, Payment and Cancellations.
6.1 Customer must provide Money Media with complete and accurate payment information. An invoice (which shall be paid in accordance with its credit terms) will be generated at the point of sale. If Money Media does not receive timely payment or payment authorization or any authorization is subsequently cancelled or refused, it may immediately terminate or suspend access to the Services.
6.2 The Subscription price is the price quoted to Customer by Money Media’s sales team by email or other written correspondence. The Subscription price does not include taxes. When required by law, applicable taxes will be included on the invoice. Money Media Subscriptions automatically expire at the end of the Subscription period unless expressly renewed.
6.3 Customer shall have the right to cancel the Subscription at anytime by giving thirty (30) days written notice to Money Media. In the event of such termination, Customer shall receive a prorated refund of any fees pre-paid to Money Media. Any termination requests submitted after the first business day of a month will be processed on the first business day of the following month and will be billed for the entire month of Service in which the request was received.
6.4 Money Media reserves the right to change the Content and Services or any part of Fundfire, Ignites, Ignites Asia, Ignites Europe, Agenda or BoardIQ.
6.5 Money Media reserves the right to suspend or terminate the Subscription or a User account if Customer or a User breach the terms of the Subscriber Agreement, with or without notice, and without further obligation to Customer. Customer shall not longer be entitled to use the Services when its Subscription is terminated or suspended or when it expires.
6.6 If Customer acquires an entity which has an existing agreement with Money Media (“Acquired Company License”), the fee payable under the Acquired Company License will be added to the Subscription fee payable under this Subscriber Agreement. In the event Customer acquires an entity that does not have an existing agreement with Money Media, Money Media reserves the right to revise the fee payable under this Subscriber Agreement before granting access to the Users from the acquired company.
7 Choice of Law and Jurisdiction.
7.1 If the Customer is organized in the United States, this Subscriber Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to any conflict or choice of law principles and Customer and Money Media irrevocably agree that the appropriate federal or state court in New York shall (subject to Section 7.3 below) have non-exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Subscriber Agreement.
7.2 If the Customer is organized outside of the United States, this Subscriber Agreement shall be governed by, and construed in accordance with, English law and to the extent possible in the applicable jurisdiction, Customer and Money-Media irrevocably agree that the courts of England shall (subject to Section 7.3 below) have non-exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Subscriber Agreement.
7.3 For the exclusive benefit of Money Media and to the extent possible in the applicable jurisdiction, Money Media shall retain the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of the place of business in which the Customer agreed to this Subscriber Agreement or (if different) the country of the principal place of business of the Customer.
7.4 No term of this Subscriber Agreement shall be enforceable by any third party (including any User).
8.1 This Subscriber Agreement does not confer any exclusive rights on the Customer. No provision of this Subscriber Agreement may be amended, modified, discharged or terminated other than by the express mutual written agreement of the Customer and Money Media.
8.2 Customer may not assign, sub-license or otherwise transfer any of the rights under this Subscriber Agreement.
8.3 If any provision of this Subscriber Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Subscriber Agreement, which shall remain in full force and effect.
8.4 Failure by either party to exercise any right or remedy under this Subscriber Agreement does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.
8.5 Nothing in this Subscriber Agreement will be deemed to create a partnership, agency, or joint venture between the parties.
9 Corporate Information; Notices.
9.1 Fundfire, Ignites, Agenda and BoardIQ Subscriptions and Content are provided by Money Media Inc., a New York corporation, with its principal offices at 1430 Broadway, Suite 1208, New York, NY 10018.
9.2 Ignites Asia and Ignites Europe Subscriptions and Content are provided by The Financial Times (M-M UK) Limited with its registered office at Number One Southwark Bridge, London SE1 9UL, United Kingdom.
9.3 Any notice or consent required to be given hereunder shall be made in writing and shall be delivered by hand, sent by first class post or facsimile to the other party and shall be deemed to have been received (if delivered) at the time of the delivery or (if sent by post) 48 hours after posting. Any such communication made by Money Media shall be sent to the address of the Customer provided to Money Media for invoicing purposes. Any such communication made by the Customer to Money Media shall be sent to the attention of the applicable publication at the address specified in Section 9.1 and 9.2 above with a copy to General Counsel, Money Media, Number One Southwark Bridge, London SE1 9UL, United Kingdom.
10 Changes to Subscriber Agreement. This version of the Subscriber Agreement was published on January 20, 2012.