By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on Trndmonitor's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Trndmonitor's web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Trndmonitor at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
3. User Subscriptions
Subject to clause 8.1, the restrictions set out in this clause 3 and the other terms and conditions of the Conditions, the Supplier hereby grants to the Customer a non-exclusive, non-transferable limited right to permit the Authorized Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
- 3.2 In relation to the Authorized Users, the Customer undertakes that:
- (a) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
- (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation;
- (c) each Authorized User shall keep a secure password for his use of the Services and Documentation;
- (d) it will follow the Supplier’s reasonable instructions issued from time to time in relation to relation to accessing the Software and utilizing the Services;
- (e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorized User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
- (f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
- 3.3 The Customer shall not access, store, distribute, transmit or expose the Software to any Viruses, or any other material during the course of its use of the Services that is illegal or may adversely affect the operation of the Software and the accessibility of the Services to other users of the Software or otherwise cause the Supplier to infringe the intellectual property rights of any third party and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
- 3.4 The Customer acknowledges that further to the operation of the Software, data will be harvested from third party sources and presented to Authorized Users (“Harvested Data”). The Supplier will use its reasonable endeavors to procure that the Harvested Data presented to Authorized Users is in accordance with the requests made by the relevant Authorized Users during the operation of the Software. However, the parties acknowledge and agree that the Supplier does not have control over the Harvested Data and that it may contain data which is offensive to the Customer, an Authorized User, illegal and / or the property of a third party. The Supplier accordingly gives no warranties as to the accuracy of the Harvested Data or that it will correspond with the requirements of the Customer or any Authorized Users and shall not, to the fullest extent permitted under applicable law, be liable to the Customer for any losses, liabilities, costs and / or expenses incurred by the Customer as a result of its access and / or use of the Customer Data.
- 3.5 Subject to clause 3.6, the Customer shall not:
- (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under the Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- c) use the Services and/or Documentation to provide services to third parties; or
- (d) subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or
- e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
- 3.6 The Customer may download and make copies of materials downloaded from the Supplier’s Website including materials from TrendMonitor LLC and may distribute such materials to Authorized Users.
- 3.7 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.
- 3.8 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
In no event shall Trndmonitor or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Trndmonitor's Internet site, even if Trndmonitor or a Trndmonitor authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Conditions. 5.2 The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven (7) days a week, except for: (a) planned maintenance carried out outside Normal Business Hours; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavors to give the Customer at least six (6) Normal Business Hours’ notice in advance.
Trndmonitor has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Trndmonitor of the site. Use of any such linked web site is at the user's own risk.
8. Governing Law
Any claim relating to Trndmonitor's web site shall be governed by the laws of The United States of America without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
9. Charges And Payment
The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause
9.2 The Customer shall on or before the Effective Date pay the Subscription Fees in cleared funds to the Supplier’s bank account as notified in the purchase order and provide: (a) its credit card details to the Supplier, the Customer hereby authorizes the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 15.1, at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within thirty (30) days after the date of such invoice. 9.3 If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4 All amounts and fees stated or referred to in the Term Sheet: (a) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.