These Terms and Conditions (the “Terms”) constitute an agreement between CXOguide, and you. By clicking the “I Accept” button, placing an order for content or services or by creating an account, signing in via a web browser or mobile app or otherwise or accessing and/or using all or a portion of the Content or Services (defined below), you acknowledge and agree that you have read and understand the Terms, that the provisions, disclosures and disclaimers set forth in the Terms are fair and reasonable and that your agreement to follow and be bound by these terms and conditions is voluntary and not the result of fraud, duress or undue influence exercised upon you by any person or entity. If the Terms are considered an offer by you, CXOguide acceptance is expressly limited to these terms. Written approval is not a prerequisite to the validity or enforceability of the Terms.
For purpose of the Terms:
- “Services” means the subscription portals and the services made available through access to and use of the one or more of CXOguide’s web sites, including but not limited to CXOguide.com (collectively, the “Site”).
- “Content” means the reports, articles and other materials made available through the Services, including but not limited to, all charts, graphs, pictures and tables.
If your use of the Services or Content includes the registration by you of individuals in addition to yourself (“Other Registrants”) you hereby represent and warrant that you have the authority to bind such Other Registrants to the Terms. By registering, you further represent and warrant to CXOguide that all registration information you submit is truthful and accurate, and that you will update such information as and when necessary to keep it accurate and up to date. In addition, you agree that each use of the term “you” in the Terms will include you and each of such Other Registrants and that you shall be responsible for ensuring that each such Other Registrant complies with the Terms. If you are acting on behalf of an entity, you hereby represent and warrant that you have the authority to bind such entity and that you and each of the Other Registrants is an employee of such entity. You agree further that each use of the term “you” in the Terms shall refer to such entity.
The definition of “Terms” shall include any terms describing additional obligations or restrictions accompanying your order of the Content or Services, including, without limitation, any payment obligations, specified Service period and usage restrictions. If you are deemed to have ordered the Content or Services, CXOguide’s acceptance is expressly conditional on your assent to the Terms to the exclusion of all other terms. Notwithstanding anything to the contrary contained in these Terms, if you have executed a separate written agreement with CXOguide that governs access to or use of the Content or Services, then the terms of such agreement and not these Terms shall govern and control. If the Terms are considered an offer by you, CXOguide’s acceptance is expressly limited to the Terms.
The Terms contain warranty disclaimers and other provisions that limit CXOguide’s liability to you. Please read the Terms carefully and in their entirety. If you do not agree to be bound to each and every term and condition set forth herein, please do not use or access the Services.
By using the Content or Services, you hereby grant CXOguide permission to send you messages regarding the Content or Services, its features, service alerts, and network activity.
CXOguide reserves the right to modify the Terms from time to time with or without notice, and CXOguide will post the modified Terms at www.cxoguide.com or other interfaces through which you have ordered the Content or Services. You acknowledge and agree that it is your responsibility to review the Terms periodically to familiarize yourself with any modifications. With respect to such modified Terms, CXOguide may, at its sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing Content or Services after initial delivery. Even without such “click accept” agreement, your continued use of the Content or Services after such modifications will constitute your acknowledgement and agreement of the modified Terms.
If you do not agree to any changes in the Terms as they may occur, your continued right to access and use such Content or Services shall immediately terminate and you agree that you shall discontinue your use of the Content or Services. You agree that CXOguide is not liable to you or to any third party for any modification of the Terms or termination of your access to the Services except as specifically set forth herein.
The Services are intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access or use the Services. By using the Services, you represent and warrant to us that you are eighteen (18) years of age or older and that your use of the Services does not violate any applicable law.
Use of Content
CXOguide may provide certain Content (e.g. Report Overviews) at no cost and certain Content for a cost (e.g. full reports).
You may view free Content online at the Site, download it onto the drive of one hardware device or print one copy of it, and use it for your own reference purposes in connection with your internal business purposes only; provided that you keep intact any and all copyright and proprietary notices. All other rights in the free Content are reserved by CXOguide.
You may also purchase from the Site Content made available at a cost (the “Purchased Content”). The “Purchased Content may be available for download and use in certain specified formats, for example, Microsoft Word, Microsoft PowerPoint, or Adobe PDF. It is your responsibility to determine which format suits your needs best and which format will enable you to successfully receive and access any Purchased Content prior to your placement of an order. Please note that from time to time CXOguide may modify the formats in which Purchased Content is made available, so you should always check before making a purchase.
With Purchased Content, you may:
- view the Purchased Content online at the Site;
- download one copy of the Purchased Content in an available electronic format;
- store the Purchased Content in electronic format on the drive of one hardware device; and
- print out one copy of the Purchased Content;
- incorporate 10% or less of a report or article contained within the Purchased Content (a “Limited Extract”) within material developed by you or an Other Registrant (“New Material”) and use the Limited Extract together with the New Material for your internal business purposes only and not for resale, distribution or disclosure to third parties.
provided that you keep intact all and any copyright and proprietary notices on and within the Purchased Content and such New Material is accurate, fair and reasonable.
With Purchased Content, you may not:
- assign your rights under the Terms;
- offer the Purchased Content for resale or sublicense;
- scan, photocopy, fax, or in any other way reproduce or copy the Purchased Content other than as permitted;
- distribute or disclose the Purchased Content to any third party, whether by electronic mail or over a network or otherwise;
- upload the Purchased Content to any database or server or display or make available the Purchased Content to any third party or unregistered parties;
- except as specifically provided for elsewhere in these Terms, you may not knowingly permit anyone other than an Other Registrant to access or use the Purchased Content or the Services; or
- use Purchased Content that has been updated or revised by CXOguide in its original form.
Access; Duration; Deletion of Content
You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Services and the Content. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the Services and the Content. You are fully and solely responsible for all activities that occur using your Passwords.
The Terms shall be effective as of the date you accept them or first access or use the Content or the Services (the “Effective Date”) and shall remain in effect until such acceptance or access is terminated in accordance with these Terms. CXOguide shall have the right to terminate the Terms at any time with or without cause. The terms herein that contemplate obligations after termination, include but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law and Severability, and Confidentiality, shall survive termination.
You agree that the access you have been granted prohibits you from using the Services for any illegal or unauthorized purpose. You will make every reasonable effort to prevent unauthorized third parties from accessing the Services. You represent and warrant that you will not breach the security of the Software or Services or attempt to gain unauthorized access to or interfere with operation of the Software or Services or with any other person’s use of the Services. You agree not to use the Services in excess of or beyond the maximum number of registered users and/or devices for which you have been registered. If you are an employer, you will not attempt to circumvent such limitation by permitting your employees or agents to share the same account regardless of whether such sharing occurs at different times. For clarity, and by way of example, if you are an employer you will not allow one of your employees to login with name1/password2 in the morning and then later in the same day, allow a different employee to login with the same name1/password2. For purpose of the Terms, “Software” means (i) the server, platform and application software hosted by or on behalf of CXOguide underlying and used to deliver the Services and the Content, (ii) all server, platform and application software of third parties used to host, support or connect the software referred to in subsection (i) and accessible by you as part of the Services, and (iii) all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries and objects, the unique expressions of the selection, organization and presentation of user visible functions, all updates, upgrades, patches, maintenance releases and bug fixes and all documentation relating to any of the foregoing, whether in read only memory, on any other media or in any other form.
Upon termination of the Terms, you shall no longer be permitted to use or access the Services or the Content. You and any Other Registrants agree to permanently delete all stored copies of any Purchased Content within 30 days following termination; provided that your right to continue to use the Limited Extract within the New Materials which were created prior to such termination shall survive.
CXOguide Intellectual Property Rights
The Content, the Software, the Services and all processes, analyses and methodologies, know-how, and trade secrets used by CXOguide in performing the Services and creating the Content and any related Intellectual Property rights throughout the world and all modifications thereto and derivative works thereof developed solely by CXOguide , or by or with the input of another party (the “CXOguide Intellectual Property”) are protected by United States copyright and other intellectual property laws, belong to CXOguide and may not be used or reproduced by you without the express written permission of CXOguide . CXOguide hereby reserves any and all intellectual property rights in the CXOguide Intellectual Property.
You agree that, except as specifically permitted in these Terms, you will not: (a) alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Software or Services, or create derivative works from the CXOguide Intellectual Property; (b) license, share, resell, sell, provide for service bureau use, or otherwise transfer the CXOguide Intellectual Property or access to such CXOguide Intellectual Property to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the CXOguide Intellectual Property; (d) remove or alter any copyright notices or other notices included in the CXOguide Intellectual Property; (e) access or use the Services to offer, build or support, or assist a third party in offering, building or supporting, products or services competitive with CXOguide ; (f) perform or disclose any benchmark or performance tests of the Services without CXOguide’s prior written consent; or (g) perform or disclose any of the following security test activities related to the Services or associated infrastructure without CXOguide’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.
You acknowledge and agree that notwithstanding anything to the contrary contained in the Terms or the Content, the Content and Services are for information purposes only and do not constitute managerial, legal or accounting advice, nor do they serve as a corporate policy or guide, laboratory manual or an endorsement of any product, service or process. The information contained in the Content and Services are intended to be as accurate as possible at the time of publication, but CXOguide assumes no responsibility for any losses or damages that might result because of their use by you or any acts taken or not taken by you based on the Content.
Third Party Links, Payments
Disclaimer of Representations and Warranties; Limitation of Liabilities
The services and content are provided on an “as is,” “as-available” basis.
Cxoguide makes no representations or warranties of any kind with respect to the services or content. Cxoguide assumes no liability or responsibility for any errors or omissions in providing the services or content or any losses or damages arising from the use of the services or content.
The content provided through the services is general and may not be suitable for your particular needs. You should verify critical information before taking action with respect to the content generated by the services.
Cxoguide expressly disclaims all representations and warranties relating to the services, including but not limited to, warranties of merchantability, fitness for a particular purpose, quality, accuracy, authenticity, title and non-infringement, that the services will function without interruption or errors in functioning, that any update will continue to be made available, that defects in the services or content will be corrected, or that the services will be compatible or work with any third party software, applications or third party services.
The operation of the services may be interrupted due to maintenance, updates, or system or network failures. Cxoguide disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, cxoguide disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the services due to inappropriate equipment, disturbances related to internet service providers, cellular service providers, cellular network operators, to the saturation of the internet network and for any other reason.
You acknowledge that the services rely upon data communication mediums which are not controlled by cxoguide and which may be vulnerable to data or security breaches, including, without limitation, networks used by your carriers and the databases and servers controlled by your internet providers. Cxoguide shall not be liable for any such breaches.
You acknowledge that the services are not intended or suitable for use in situations or environments where the failure or time delay of, or errors or inaccuracies in, the content or information provided by the services could lead to death, personal injury, or severe physical, financial or environmental damage.
Without limiting the generality of the foregoing, cxoguide makes no representations or warranties with respect to any content offered or provided within or through the software or services.
Under no circumstances, as a result of your use of the services, will cxoguide or any other contributor or other user be liable to you or to any other person for any direct, indirect or speculative damages (including, without limiting the foregoing, consequential, incidental, and special damages) including, but not limited to, loss of use, business interruptions, and loss of profits, regardless of whether these parties had advance notice of the possibility of any such damages. Cxoguide and its affiliates’ and contributors and their respective officers’, directors’, shareholders’, employees’, and agents’ total liability (in the aggregate) to you for any claim arising out of or relating to your use or inability to use the services or the content and the terms, whether in contract or in tort, shall not exceed one hundred dollars (us$100). Each provision of the terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under the terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the terms. The limitations in this section will apply notwithstanding the failure of essential purpose of any limited remedy under the terms.
No oral or written information or advice given by cxoguide or an approved representative shall create a warranty. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusions and limitations may not apply.
The following applies to end users who live within Australia, the UK and the EU:
Cxoguide uses reasonable care and skill to ensure the accuracy of the content provided through the services. Information contained on the site may not be fully accurate and is provided “as is”.
In the event that you have a dispute with one or more other users of the Services you agree that the dispute is between you and such other user and you hereby release CXOguide (and its officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute(s). If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
You agree to indemnify and hold CXOguide and its officers, directors, employees and agents harmless from any charges, complaints, damages, losses, liabilities, costs and expenses (including attorneys’ fees and expert fees) due to, arising out of or relating in any way to (1) any Content, (2) any violation by you of the Terms or any applicable rule, regulation or law, and (3) your access or use of the Services and/or the Content.
Your access to and use of the Services and Content shall comply with all applicable export laws of the United States, including, without limitation, the U.S. Export Administration Regulations and the prohibitions and restrictions mandated by agencies of the United States government. Without limiting the foregoing, the Services and Content may not be exported or re-exported into (or to a resident or national of): (a) any country sanctioned by the United States government identified on the list published by the U.S. Bureau of Industry and Security, including Cuba, Iran, North Korea, Sudan and Syria, as such list may be updated from time to time; (b) any country, entity or person identified on any of the sanction lists, specifically designated nationals lists, denied party lists or entity lists published by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, as such lists may be updated from time to time; (c) any other country subject to United States embargo or UN Sanctions; or (d) or any other prohibited country, person, end-user or entity specified by the United States government. You will not use any Content for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or the development of missile technology.
CXOguide will not be responsible for a breach of the Terms caused by any failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; a pandemic; an electrical, internet, cellular network or telecommunication outage that is not caused by CXOguide ; government restrictions (including the denial or cancelation of any export, import or other license); or another event outside the reasonable control of CXOguide .
If any provision of the Terms is held to be invalid or unenforceable in whole or in part in any jurisdiction, then that provision shall be deemed ineffective in such jurisdiction but shall have no effect on the enforceability of the remaining provisions.
Governing Law, Consent to Jurisdiction and Limitation on Claims
These conditions are governed by and construed in accordance with the laws of India. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Pune without regard to conflict of laws principles or other provisions which might result in the application of laws.
Claims of Copyright Infringement
CXOguiderespects the intellectual property rights of others. It is CXOguide’s policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, you may notify us by providing following information in writing:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address;
- 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
- A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
If CXOguide receives such a claim, it reserves the right to refuse or delete Content and to terminate a user’s account.
CXOguide’s failure to exercise or enforce any right or provision of the Terms shall not be deemed to be a waiver of such right or provision. CXOguide is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. The Terms contain the entire agreement between you and CXOguide and supersedes all prior agreements between the parties regarding the subject matter contained herein, except as otherwise specifically noted herein. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services or use of the Content, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or Content. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. CXOguide may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. CXOguide may also substitute, by way of unilateral novation, effective upon notice to you, which you agree may be electronic communication, CXOguide any third party that assumes CXOguide’s rights and obligations under the Terms.