EUROMONEY INSTITUTIONAL INVESTOR PLC AND INSTITUTIONAL
INVESTOR LLC
TERMS
AND CONDITIONS
IMPORTANT -
PLEASE READ CAREFULLY
1
INTRODUCTION
1.1
These are the terms and conditions
of service ("Terms") which
govern the use of all websites ("Sites") and
related Services (as defined below) owned, operated or provided by Euromoney
Institutional Investor PLC ("Euromoney II"),
Institutional Investor LLC ("Institutional Investor") or another Group
Company.
Your use of the Sites and Services is conditional on you
complying with these Terms. Any additional terms and conditions that are
posted on specific Sites or agreed in relation to any Service (“Specific Terms”) shall be deemed
incorporated into these Terms, and to the extent that any of these Terms conflict
with any such Specific Terms, the Specific Terms shall prevail.
(a)
where
you visit, register and/or subscribe to a Euromoney II Site or related Service,
these Terms will be governed by the laws of England and Wales and will operate
as between Euromoney II and you, to the maximum extent permissible under the
law of the territory that you are located in; and
(b)
where
you visit, register and/or subscribe to an Institutional Investor Site or
related Service, these Terms will be governed by the laws of the State of New
York, and where applicable, the laws of the United States of America, and will
operate as between Institutional Investor and you, to the maximum extent
permissible under the law of the territory that you are located in.
1.3
A non-exhaustive list of Euromoney
II Sites and Institutional Investor Sites, respectively, is set out at the end
of these Terms. If any Site is not included on this list, the applicable
party to these Terms (being either Euromoney II or Institutional Investor) will
be the party indicated on the relevant Site or otherwise notified to you.
1.5
Please read these Terms carefully.
Each time you access a Site or use a Service, these Terms will apply. These
Terms may be amended in accordance with Clause 17
below. It is your responsibility to bring these Terms to the attention of
anyone who may, through you, access a Site or view or use any Content (as
defined below).If you have any questions regarding these terms with any of the
Euromoney II Sites, please contact us at publisher@euromoneyplc.com. If you do not wish to be bound by these Terms, do not use
any of the Sites or Services.
1.6
You may access a Site as follows:
(a)
if you go through a registration
process on that Site (if available), as a Registered User (in accordance with Clause 6
below); or
(b)
if you register as a Subscriber to our subscription Services which we offer or may offer in
the future (in accordance with Clauses 6
and 7
below); or
(c)
by accessing the Site without registration or subscription
under (a) or (b) (as a Visitor).
In such circumstances, your use of the Site or any Content (as defined below)
constitutes your acceptance of these Terms.
1.7
To the extent any individual
accesses a Site or uses a Service as an Agent of any legal entity which is a Subscriber, the Agent warrants
that he or she has authority to agree to these Terms on behalf of the relevant
legal entity.
1.8
Some areas on a Site may only be
available to Registered Users or Subscribers (see Clause 6
below).
1.9
A Site may be supported by Sponsors whose names appear on the Site and whose own websites may
be accessed by Internet links from that Site (see Clause 13
below).
1.10
Please also see our privacy
statement in relation to use of your personal data by Euromoney II and
Institutional Investor.
2
DEFINITIONS
2.1
"you/your" means (as appropriate) the Visitor, Registered User
and/or Subscriber accessing a Site or using a Service.
2.2
"we/us/our" means Euromoney II and/or Institutional Investor, as
appropriate in accordance with Clause 1.2
above.
2.3
“Agent” means an employee, partner, director, contractor, agent or
representative of any party.
2.4
“Connected Networks” means certain third party social networking
sites (including without limitation Twitter and LinkedIn) which we may choose
to affiliate with a certain Site.
2.5
"Content" means all material, data, articles, information and
products on the Sites or provided as part of a Service (including, without
limitation, any Electronic Books or publications sent by post as part of a
Service, but excluding any Posted Material).
2.6
“Deep Linking” means the potential linking to an internal or
subsidiary page of the Site located one or several levels down from the home
page.
2.7
"Electronic Books" means any electronic book including without
limitation ebooks and yearbooks or other written
material available for download from any of our Sites, e-mailed directly to you
as part of a Service or disseminated by other electronic means for viewing
without accessing a Site.
2.8
“External Sites” means websites other than the Sites provided by
Sponsors or other third parties.
2.9
“Framing” means the bringing up of or presenting Content within
another website.
2.10
"Group Company"
means Euromoney Institutional Investor PLC or any subsidiary of Euromoney
Institutional Investor PLC (including, without limitation, Institutional
Investor LLC).
2.11
“Intellectual Property” means copyright, trade marks, database
rights and/or any other intellectual property rights as recognised in any
jurisdiction.
2.12
“Interactive Areas” means bulletin boards, email services,
discussion groups, messaging systems, including instant messaging facilities,
and other public areas that allow interactivity between users of our Sites and/or
feedback to be provided to us.
2.13
“Investment” means any shares, security, financial product or other
investment.
2.14
"Minimum Term" means the initial period of one year from the
commencement of any subscription (or such other period as may be agreed in
writing for any specific subscription).
2.15
“Posted Material” means the information and/or materials posted to
Interactive Areas by you or any third party.
2.16
“Registered User” means a user of certain Sites and/or Services who
has registered with us in order to access such Sites and/or Services in under
Clause 6.1(a).
2.18
"Services" means
(a)
the supply of on-line or electronic
information, publications and data products (including, without limitation, the
delivery of the same over the internet, or via mobile phone apps or other
digital devices);
(b)
the supply of hard-copy publications
and other materials; and
(c)
other services relating to a Site (including, without limitation,
any Interactive Areas).
2.19
"Social Media Page" means a page created, operated or otherwise
provided by Euromoney II or Institutional Investor via a third party social
media site, network, application and/or service.
2.20
“Software” means the Intellectual Property in any software that is made
available for download from our Sites.
2.21
“Sponsors” means sponsoring organisations and advertisers.
2.22
“Subscriber” means a user of our Sites and/or Services who has
registered for our subscription Services under Clause 6.1(b).
2.23
“Third Party Services” products or services provided by anyone other
than a Group Company.
2.24
“Visitor” means a user who accesses our Sites without registration
or subscription.
3
YOUR
USE OF CONTENT, TRADE MARKS AND ANY OTHER INTELLECTUAL PROPERTY
3.1
All rights in and to the Content and
the Sites belong to us, our Group Companies or our third party content
providers and are protected by the Intellectual
Property laws of the UK, US and other countries. We may
license third parties to use the Content at our sole discretion.
3.3
Subject to the limitations in Clause
3.2
above and your compliance with Clause 4,
and further subject to Clause 11
in relation to Electronic Books, you may:
(a)
retrieve and display Content on a
computer screen or other digital device, print a single copy of individual
pages on paper (but not photocopy them) and store such pages in electronic form
on disc or other digital media (but not on any server or other storage device
connected to a network); and
(b)
use the "Email this story to a friend" option where
the facility is available to email an article from a Site to other individuals
without further charge, provided such other individuals also comply with the
restrictions on use in Clause 3.2
above.
3.4
Notwithstanding Clause 3.2, you may quote
from or paraphrase extracts of the Content to the extent permitted and strictly
in accordance with any applicable Specific Terms, or as otherwise permitted by
law, on the condition that appropriate source and copyright attribution is
given in each case.
3.6
Save for where provided otherwise in
these Terms, distributing, sharing, copying,
posting, scanning, forwarding, selling, publishing, retransmitting or otherwise
providing access to any part of the Content to anyone without our
express prior written permission, is not authorised
and may be a violation of national copyright laws, including without limitation
17 USC 101 et seq, and the UK Copyright, Designs and
Patents Act 1988.
3.7
Any request for permission to
republish, reprint or use any articles from any of the Sites or our trade marks
for any purpose other than those permitted under this Clause 3 (or any relevant
Specific Terms) should be sent to publisher@euromoneyplc.com.
3.8
For the avoidance of doubt, where
the provisions of any applicable law prohibit the extent to which certain
activities can be restricted under this Clause 3,
any such restrictions shall apply to the fullest extent permitted in accordance
with such law.
3.9
If it is brought to our attention
that you have sold, published, distributed, retransmitted or otherwise provided
access to any article(s) or other portion of the Content to anyone without our
express prior written permission, we may invoice you US$1500 per article (or
per other discrete portion of the content) unless you can show that we
authorized your conduct, which will be payable immediately on receipt of the
invoice. Such payment shall be without
prejudice to any other rights and remedies which we may have under these Terms
or applicable laws, including copyright laws.
4.1
The Sites are not intended for users
of under eighteen (18) years of age, and such individuals are not permitted to
be Registered Users or Subscribers. If individuals under eighteen (18)
years of age wish to view material on any Site as a Visitor, their parent or
guardian must agree to these Terms on their behalf.
4.2
You represent and warrant that:
(a)
you have the capacity to agree to
these Terms; and
(b)
you are at least eighteen (18) years of age.
4.3
You undertake that you will, and if
you are a Subscriber, you will procure that any licensed user under your
subscription will:
(a)
comply with all applicable laws in
relation to the Sites and Services, including without limitation, laws relating
to the use of Intellectual Property;
(b) not use the Sites or the Content outside the scope of
permitted use under Clause 3 above, nor
infringe any Intellectual Property or other rights in or relating to the Site
or the Services or of any third party;
(c)
not copy, reproduce, recompile,
decompile, disassemble, reverse engineer, upload, download, transmit, create
derivative works from or otherwise exploit or tamper with any Site or, subject
to Clause 14,
any software embodied in any Site or Service;
(d)
not prevent or restrict the use of
any Site or Service by other authorised users nor hack into or cause damage to
any server or other equipment operated by us; and
(e) comply fully with these
Terms (including, without limitation, the obligations set out in Clause 10, and any
additional copyright notices and applicable Specific Terms).
4.4
You are responsible for procuring
the necessary equipment and the payment of telephone, internet and other
charges necessary to access and/or use any Site or Service. We are not
responsible for the reliability or continued availability of the telephone
lines, internet and equipment you use to access and/or use a Site or a Service.
4.5
Any Content sent for overseas
delivery (including, without limitation, any Content for delivery outside the
European Union) may be subject to import duties and taxes collected at the
final destination. All sales or use taxes, import duties or additional customs
charges must be borne entirely by you. We have no control over these charges
and we expressly disclaim any responsibility or liability for them.
Customs policies vary widely from country to country, so you should contact
your local customs office for further information.
4.6
Additionally, when ordering from us
or any other Group Company, you are considered the importer of record and must
comply with all law and regulations of the country in which you are receiving
the goods. Our international customers should be aware that cross-border
deliveries are subject to opening and inspection by customs authorities. We may
provide certain order, delivery and product information (such as the product's
title) to our international carriers and such information may be communicated
by the carriers to customs authorities in order to facilitate customs clearance
and comply with local laws. If the order is a gift, the package will be marked
'Gift' but the cost or value of the item may still be stated on the customs
form and/or the package.
5
OUR
OBLIGATIONS
5.1
Subject to and without limitation to
Clause 15,
we will exercise reasonable skill and care in our provision of the Services
provided to Registered Users and Subscribers, but from time to time faults may
occur, in which case we will use reasonable efforts to repair them as soon as
reasonably practicable.
5.2
We will endeavour to ensure all
subscriptions or other Services are priced correctly on the Sites (or otherwise
in the Content). However, errors may occur. If such a pricing error
is discovered, we reserve the right to give you the option of either cancelling
your order for any particular subscription or other Service or reconfirming
your order at the correct price.
6
REGISTRATION
AND SUBSCRIPTIONS
6.1
In order to access certain Sites (or
specific Content within certain Sites), and/or to receive certain Services, you
must register with us as either a Registered User or a Subscriber, as follows:
(b) charges are payable for receipt of certain Services (which
may include access to certain Sites and Content), in which case you may receive
such Services on these Terms as a Subscriber who has paid the relevant charges
(in accordance with Clause 7 below) for a
specified period of time, and either a specified number of licensed users or a
site licence.
6.2
In order to register with us, you
must provide us with accurate and complete information. It is your
responsibility to inform us of any changes to that information (including,
without limitation, your email address), by updating your details on the
relevant section of the applicable Site or contacting us using contact details
on the applicable Site. If you do not provide accurate and complete
information when you register, we may not be able to provide the Services or
Content that you request or that are suitable to you.
6.3
In some cases, before you can make
use of certain Services associated with a particular Site as a Registered User,
you may need to create an account connected through Connected Networks. You understand that the creation of a Registered
User account through the Connected Networks will require a connection to be
created between the Site and the Connected Networks to facilitate your
participation and activities on the Site.
6.4
When you register, you will be given
one or more user names and passwords, as appropriate for your registration or
subscription to the relevant Site or Service.
(a)
any Registered User, Subscriber or
licensed user under any subscription sharing their user name and password with
any other person or entity, including with any Agent of such user; nor
(b)
access through a single user name and password being made
available to multiple users on a network.
6.6
To the extent that the terms of a
multiple-user licence restricts licensed users to a particular category of
individuals (e.g. employees of your organisation), you must notify us
immediately, using the customer service contact details applicable to your
subscription (as detailed at the end of these Terms), if a licensed user ceases
to fall within the category specified.
6.7
Notwithstanding the restrictions in
Clause 6.5
above, you are responsible for all access and use of any Site or Service by you
or anyone else using any of your user names and passwords and for preventing
unauthorised use of any of your user names and passwords. If you believe
there has been any breach of security (such as the disclosure, theft or
unauthorised use of any user name, password or any payment information), you
must notify us immediately by emailing publisher@euromoneyplc.com.
6.8
We
reserve the right to access and monitor password-protected information,
including any information which you upload or input and any information
concerning your activities in relation to a Service or a Site or any Content,
in order to fulfil our obligations in these Terms, to protect or comply with
our legal rights and obligations and for other purposes as set out in our
privacy statement and all in accordance with the terms of our privacy
statement. We may also use cookies and similar technical tools as
set out in our privacy statement to collect information about your visit to our
Sites and display advertisements that may be of interest to you and for such
other purposes as are set out in our privacy statement. Our
privacy statement sets out further details of our use of cookies and similar
technical tools together with details of how to turn those cookies on and off.
6.9
As a Registered User and/or Subscriber, you agree we
may refer to the name of your business and to the Services we have provided to
you when marketing our business.
7
SUBSCRIPTION
CHARGES AND REFUND POLICY
7.1
Subscribers must pay certain charges
in order to receive the relevant subscription Service (unless we agree
otherwise for a trial period). In most cases, details of applicable
charges can be found on the specific Sites relating to the relevant
subscription Service. Where charges are not published on a Site, the
applicable charges will be as agreed between you and us. All payments (including any applicable taxes)
must be made in any currency that we may specify. We may direct you to
make payments to another Group Company or third party payment agent. If
we (or our designated agent) do not receive payment for any charges due, we may
immediately suspend your rights in relation to the relevant Service (including
any relevant Site and/or Content). You are responsible for the payment of all
charges associated with the use of the Service, Site and/or Content using your
user name and password.
7.2 If we cancel your rights in relation to any subscription
Service in accordance with Clause 8.5(b) below, unless
you are or have been in breach of these Terms, we shall refund you on a pro
rata basis any subscription charges you have paid in advance (for the relevant
cancelled subscription) which relate to any unexpired part of the subscription
period at the date of cancellation. You will still be responsible for any fees
or other charges incurred by you until the cancellation of your rights in
relation to the relevant subscription Service.
7.3
If you cancel your subscription to
any Service in accordance with Clause 8.4 below prior to
the end of the subscription period:
(a)
subject to clauses 7.3(b)
and 7.3(c) below, you shall be entitled to a refund on a pro rata basis of any
subscription charges you have paid in advance for any complete months remaining
of the subscription period at the date of cancellation beyond the Minimum Term;
(c)
if you were granted any discount on the full value of the
subscription charges for the subscription period, we may recalculate the value
of the Minimum Term of the subscription period on the basis that no discount
was applied to such Minimum Term.
7.4
Without prejudice to Clause 1.4
above, the parts of the Sites showing Services or other products and services
for purchase are intended as advertisements only and shall not constitute
offers to sell those Services, products or services by us, our Sponsors or any
of our divisions. All advertised prices for such products or services are
subject to change without notice. See also Clause 13
below in relation to third party products and services.
8
TERM AND
CANCELLATION
8.1
With the exception of subscription
Services where a Subscriber loses access on expiration of their subscription,
use of and access to the Sites and Services is not subject to any particular
time limits.
8.2
As a Visitor, you may cancel your
access to and use of any Site (or receipt of any related Service) on these
Terms at any time by discontinuing to access and use that Site and associated
Content.
8.3
As a Registered User, you may cancel
your registration at any time by electronic notice to us using the contact
information on the relevant Site or otherwise notified to you.
8.5
We may cancel your (and, if you are
a Subscriber, your licensed users') access to and use of any Site and Content
and/or your receipt of any Service on these Terms (including, without
limitation, any registration or subscription) at any time:
(a)
if you are a Registered User, by
email notice to you; or
(b) if you are a Subscriber, by email notice to you; or
(c)
if you are a Visitor or
if you (or, if you are a Subscriber, any of your licensed users) commit a
breach of any provision of these Terms, immediately without us having to
provide notice to you.
8.6
To the extent that the Specific
Terms for any subscription entitle you to download and store certain Content,
upon cancellation of such subscription by either you or us, you agree to delete
all such Content stored in your possession or under your control within 30 days
of cancellation, unless otherwise agreed with us in writing, or as required by
applicable law. For the avoidance of
doubt, where applicable law does require the retention of certain Content
beyond the 30 day period, you agree that it shall only be retained to the
extent required under such law and shall not be used for commercial purposes.
8.7
Cancellation of your access to and
use of any Site and Content and/or your receipt of any Service shall not affect
any provision of this agreement which is expressly or by implication intended
to come into effect or to continue in effect after such cancellation or expiry,
including but not limited to Clauses 3.1, 3.5, 3.6, 7.2, 7.3, 8.7, 8.8, 10.2, 10.3, 10.7, 13.3, 15, 16 and 22.
9
CONTENT
BY EMAIL
9.1
We may give you the option to
request Content by email. We, our Group Companies or our Third Party Service
providers will also send you emails to keep you updated on developments in the
Sites and Services. Your registration for and/or subscription to such an email
Service and your use of the Content received through these email Services will
be subject to these Terms. Subject to Clause 9.2, you can
unsubscribe to our email Service by changing your email preferences on the
relevant Site.
9.2
For the avoidance of doubt, although you may opt out of
receiving promotional messages under Clause 9.1, we retain the right to send you informational email
messages about your account or administrative notices regarding the Site, as
permitted under the CAN-SPAM Act (15 U.S.C. §7701 et seq.) and other applicable
laws.
10.1
A Site and/or a Social Media Page
may contain Interactive
Areas including Posted Material. We do not control and are not responsible for Posted Material and as a result, cannot guarantee
the veracity or accuracy of any Posted Material. All use of the
Interactive Areas is at your risk and you should not rely on Posted Material in
any way.
(a)
which is or could be taken to be the
provision of advice (including, without limitation, investment advice) or a
recommendation to buy or refrain from buying a particular Investment or which has the purpose of affecting the price or value of
any Investment;
(b)
obtained in breach of confidence or
which contains confidential information or infringes any Intellectual Property
rights or rights of privacy or other rights of any third party;
(c)
which is offensive, threatening,
abusive, indecent, defamatory, obscene, degrading or menacing, or is otherwise
contrary to applicable law or regulation or promoting an illegal act;
(d)
which constitutes unsolicited
advertising or promotional material, including but not limited to any chain
emails, unsolicited commercial emails, unsolicited bulk email, "spam"
or mail bombs; or
(e)
which constitutes or contains a virus or other harmful component
or malware.
10.5
Without prejudice to Clause 10.4
above, you may not:
(a)
use any Interactive Area to carry
out criminal, fraudulent or illegal activities;
(b)
use any Interactive Area to
impersonate any person, company, group or entity or misrepresent a relationship
to or with any of the same;
(c)
disguise the origin of any message
posted in any Interactive Area; nor
(d)
collect, store, disclose or
otherwise process any personal data in relation to your use of any Interactive
Area without the knowledge of the relevant individual or in breach of applicable
data protection laws.
10.6
You must comply with any additional
rules which may, from time to time, be issued by us at particular sections of
the Interactive Areas, and such rules shall be deemed incorporated into these
Terms.
10.8
We reserve the right to remove
Posted Material at any time, for any reason, and without notice, including
without limitation for any failure to comply with the provisions of this Clause
10. If any Posted Material fails to comply with the provisions of this
Clause 10,
we reserve the right to prevent you from accessing the Interactive Areas. Notwithstanding the foregoing, we are under no obligation to
review, monitor, delete or edit Posted Material on a regular basis.
10.10Where Clauses 10.1
to 10.9
apply to a Social Media Page, such Clauses shall be subject to the terms and
conditions of use of the third party site, application and/or service on which
such Social Media Page appears.
10.11Notice
for Claims of Copyright Violations
If
you believe that your work has been copied and posted in the US on any of our
Sites in a way that constitutes copyright infringement under US copyright law,
you should provide our Copyright Agent (details below) with a written notice
that sets forth the infringement details. To be effective, the notice must
contain the following information:
(a)
a
description of the copyrighted work that you believe has been infringed;
(b)
a description of the material that
you claim is infringing the copyrighted work and a detailed description of
where it is located on our web site;
(c)
your address, telephone number, and
email address;
(d)
a written statement by you that you
have a good faith belief that the disputed use is not authorised by the
copyright owner, its agent, or the law;
(e)
a statement by you, made under
penalty of perjury, that the above information in your notice is accurate and
that you are the copyright owner or authorised to act on the copyright owner's
behalf; and
(f)
an electronic or physical signature of the person authorised
to act on behalf of the owner of the copyright interest.
Please
send the written communication to our Copyright Agent at the following address:
By
mail or e-mail:
Euromoney Institutional Investor PLC
Stephen Hardie
8 Bouverie
Street
London
EC4Y 8AX
United Kingdom
+44(0) 20 7779 8888
If
you are accessing our Sites as a Subscriber or Registered User, we reserve the
right, in appropriate circumstances and at our discretion, to cancel your right
of access to the Sites if you repeatedly infringe the Intellectual Property.
For the avoidance of doubt, the process set out in
this Clause 10.11 should only be used to report a
claim of copyright infringement. Messages related to other matters will not
receive a response through this process.
11.1
Subject to Clause 3.8, in the event
that you purchase an Electronic Book from one of the Sites, you are granted a
non-exclusive right to:
(a)
download the Electronic Book for
storage and display in machine-readable form on no more than three devices; and
(b)
obtain a single printout of the Electronic Book.
11.2
Electronic Books are non-refundable,
save for where the wrong product was provided to you due to our error.
12 LINKING
12.1
You may create a link from your
website to the home page of certain Sites (where they indicate that you may do
so) provided that you complete the linking registration form available at the
applicable Site (or by contacting us), and provided that you do not link to the
Site from any website containing any material which would be in breach of
Clauses 4.3(b)
to 4.3(e)
above or which is otherwise unlawful.
12.2
Upon linking to any Site pursuant to
these Terms, we shall grant you a non-exclusive, non-transferable, royalty-free
license to use our trade marks solely for the purposes of providing an
underlined, textual link from your website to the Site. Without prejudice to
Clause 3.5,
no other use of our trade marks or name is permitted without our express prior
written permission.
12.3
Deep Linking or Framing is not permitted without our express prior written
permission. You must seek and obtain our express prior written permission
before Deep Linking or Framing the Site or any Content by contacting us and
providing us with:
(a)
your name, email address and telephone
number;
(b)
the name of your company;
(c)
the web address(es)
where the proposed Deep Linking or Framing will occur; and
(d)
specific details about the contemplated Deep Linking or Framing.
13
ADVERTISEMENTS,
LINKS AND THIRD PARTY TRANSACTIONS
13.1
A Site or a Service may contain:
(a)
links to External Sites. We
shall endeavour to highlight such links although some External Sites may be
co-branded with ours. External Sites may advertise or provide the
opportunity for you to purchase Third Party Services;
and/or
(b)
advertisements for, and/or the opportunity for you to purchase Third Party
Services or products or services from us or our Group Companies.
13.2
The content of External Sites and
Third Party Services is not maintained or controlled by us and we are therefore
not responsible for the availability, content or accuracy of External Sites or
Third Party Services. We do not (a) make any warranty, express or
implied, with respect to the use of the links provided on, or to, a Site or
Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of
External Sites or Third Party Services; or (c) make any endorsement, express or
implied, of any External Sites or Third Party Services. Any advertisement
or promotion on a Site of a Third Party Service is not an inducement by us for
you to enter into any agreement with the relevant third party.
The Software belongs
to us or our suppliers. Your use of the Software is governed by the terms of
any licence agreement that may accompany or be included with the Software. Do
not install or use any Software unless you agree to such licence agreement.
15.1
Nothing in these Terms shall exclude
or limit our liability for fraud or intentional unlawful conduct by us, or
death or personal injury resulting from our negligence and the remaining
provisions of this Clause 15,
shall be subject to this provision.
15.2
DISCLAIMER: WITHOUT PREJUDICE TO THE REMAINING PROVISIONS OF THIS CLAUSE
15, YOU AGREE THAT
YOUR USE OF ANY CONTENT IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL SITES,
CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE CONTENT IS MADE AVAILABLE FOR YOUR
GENERAL INFORMATION AND ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION
FORMING PART OF THE CONTENT IS NOT INTENDED FOR TRADING OR TO ADDRESS YOUR
PARTICULAR REQUIREMENTS. THE CONTENT
DOES NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION OR ARRANGEMENT BY US
(INCLUDING, WITHOUT LIMITATION, INVESTMENT ADVICE OR AN OFFER OR SOLICITATION
TO BUY OR SELL ANY SECURITY, FINANCIAL PRODUCT OR OTHER INVESTMENT) AND IS NOT
INTENDED TO BE RELIED UPON BY USERS IN MAKING (OR REFRAINING FROM MAKING) ANY
SPECIFIC INVESTMENT OR OTHER DECISIONS. APPROPRIATE INDEPENDENT ADVICE SHOULD
BE OBTAINED BEFORE MAKING ANY SUCH DECISION. THE CONTENT MAY INCLUDE
INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO
THE CONTENT. SAVE AS PROVIDED IN THESE TERMS, NEITHER WE NOR OUR LICENSORS
AND/OR REPRESENTATIVES (AS DEFINED IN CLAUSE 2.17 ABOVE) MAKE ANY
REPRESENTATIONS OR WARRANTIES AND, TO THE FULLEST EXTENT ALLOWED BY LAW,
EXCLUDE ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
SATISFACTORY QUALITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE) REGARDING (A)
THE SUITABILITY OF THE INFORMATION; (B) THE ACCURACY, AVAILABILITY,
RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITES, CONTENT OR
SERVICES; OR (C) THE RESULTS OBTAINED FROM ACCESSING AND USING ANY SITE,
SERVICE OR CONTENT. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (A) THE
FUNCTIONS CONTAINED IN THE SITES OR SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SITES, THE SERVICES OR THE
SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; NOR (D) THE USE OF ANY OF THE CONTENT WILL NOT INFRINGE THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
15.3
Neither we, nor any Representatives will be liable to you for:
(a)
any incidental, punitive, indirect,
special or consequential damage, loss or expenses, including but not limited to
any loss of business, contracts, revenue, or profits, any business
interruption, security breach, loss of data, loss of goodwill or reputation or
other pecuniary loss suffered by you, even if we or any of our Representatives
have been advised of their possible existence; nor
(b)
any direct damage loss or expenses
arising from loss of customers, loss of profits, loss of anticipated profits or
loss of savings security breach or loss of data.
15.4
Without prejudice to Clause 15.3, neither we nor
any Representative shall be liable to you for any direct or indirect damage,
loss or expenses suffered by you as a result of:
(a)
any viruses, worms, "Trojan
horses" or similar programs, denial of service attack, spamming or hacking
or consequential damages or any claim against us by any other party; or
(b)
any fault, inaccuracy, omission,
delay or any other failure in a Site or a Service caused by your computer
equipment or arising from your use of the Service on such equipment; or
(c)
any inaccuracies or errors in or
omissions from any Content including, but not limited to, quotes and financial
data; or
(d)
any delays, interruptions or
short-term or immaterial errors in the transmission or delivery of any Site or
a Service; or
(e)
any additions, deletions or changes made to the Content at any
time.
15.5
Without prejudice to Clauses 15.3
and 15.4
and except where you are a Subscriber who has paid the relevant subscription
charges, neither we nor any Representative shall be liable to you for any
direct or indirect loss, damage or expenses arising by any reason of
non-performance by us of these Terms or any other term of our agreement with
you.
15.6
Without prejudice to Clause 25
below, to the extent that the provisions of any applicable law shall impose
restrictions on the extent to which liability can be excluded under these Terms
including, for the avoidance of doubt, the provisions of sections 3, 6 and 11
of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any
other jurisdiction) relating to the requirement of reasonableness, the
exclusions set out in this Clause 15
shall be limited in accordance with such restrictions. However, any
exclusions of liability that are not affected by such restrictions shall remain
in full force and effect.
15.7
Without prejudice to the limitation
of liability provisions above, in the event that you incur any loss, damage or
expense arising out of your use of any Site, Content or a Service, you agree
that our liability to you shall be limited to
the sum of the subscription fees payable by you for Services provided in
the twelve (12) month period preceding the date on which the claim arose
(which, for the avoidance of doubt, shall not include (a) any fees paid during
such period for Services provided before such period, nor (b) any fees paid in
advance during such period for Services provided after such period).
15.8
Euromoney II and other Group Companies
may make their Annual Reports and Accounts available through its website.
Neither an audit nor a review provides assurance on the maintenance and
integrity of the website, including controls used to achieve this, and in
particular whether any changes may have occurred to the financial information
since first published. These matters are the responsibility of the directors
but no control procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and dissemination
of financial information differs from legislation in other jurisdictions.
You agree to indemnify and hold us, our Representatives,
licensors and sub-contractors harmless against all costs, claims, damages,
liability and expenses (including any professional fees) which we might incur
by reason of a breach by you of these Terms including, without limitation, any
of the warranties, representations and undertakings in Clauses 4
and 10
above. For the avoidance of doubt, this indemnity shall extend (without
limitation) to any losses which we may suffer as a result of the use by third
parties of your user name and password, except in circumstances where you can
demonstrate to our satisfaction that such third party obtained the relevant
details through no fault (including, without limitation, negligence) of your
own.
We may make amendments to the provisions of these Terms from
time to time. Any amended Terms will be notified to you by being posted
on the Sites and material changes will be emailed to our Registered Users and
Subscribers. It is your responsibility to refer regularly to these Terms
and note any amendments. Amendments will come into effect immediately on the amended
Terms being posted on the Sites and you will be deemed to have accepted them if
you access a Site after that time. If you do not wish to accept them, you
must cancel these Terms as described above.
18 COMPETITIONS AND PRIZES
From time to time we may run competitions, free prize draws
and promotions on the Sites. These are subject to additional terms that will be
made available at the time of such competitions, and such additional terms
shall be deemed incorporated into these Terms.
19 CHANGES TO CONTENT
We reserve the right to delete or change any aspect of the Content,
the Interactive Areas, the Site and/or any of the technical specifications or
any aspect of the same. You agree and acknowledge that such changes may result
in you being unable to access the whole or any part of a Site.
20 NO WAIVER
Failure by either party to exercise any right or remedy
under these Terms does not constitute a waiver of that right or remedy.
21 ENTIRE AGREEMENT
These Terms (including any terms incorporated by reference
in these Terms), constitute the entire agreement between you and us with
respect to your access to and use of any Site or receipt of any Service and
supersede all prior agreements, negotiations and discussions between you and us
relating to the same. Without prejudice to Clause 15.2
above, we exclude any representations and warranties previously given or made
in relation to the same.
22.1
Where you visit, register and/or
subscribe to a Euromoney II Site or related Service (as indicated on the Site
or otherwise notified to you), these Terms (and any dispute or claim arising
out of or in connection with these terms, including non-contractual disputes or
claims), to the maximum extent permissible under the law of the territory that
you are located in, will be governed by the laws of England and Wales and will
be subject to the non-exclusive jurisdiction of the English courts. Claims that
are territorial in nature, such as
copyright, will be governed by the law where the claim arose.
22.2
Where you visit, register and/or
subscribe to an Institutional Investor Site (as indicated on the Site or
otherwise notified to you), these Terms (and any dispute or claim arising out
of or in connection with these terms, including non-contractual disputes or
claims), to the maximum extent permissible under the law of the territory that
you are located in, will be governed by the laws of the State of New York and,
where applicable, the laws of the United States of America. Any action to
enforce these Terms shall be brought in a federal court in the state of New
York or a state court located in the state of New York, county of Kings., and
you agree to submit yourself to the personal jurisdiction of those courts in
any such action.
23 FORCE MAJEURE
23.1
We shall not be deemed to be in
breach of these Terms by reason of any delay in performing, or any failure to
perform any service or our obligations in relation to these Terms, if the delay
or failure was due to any cause beyond our reasonable control, including but
not limited to acts of God, explosions, floods, fire or accident, war or threat
of war, terrorism or threat of terrorism, sabotage, civil disturbance,
epidemics, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority, import or export regulations or
embargoes, or industrial actions or trade disputes (whether involving our
employees or of third parties).
23.2
In the event we are so hindered or
prevented, we shall take reasonable steps to give notice of suspension as soon
as reasonably possible to Subscribers and Registered Users, stating the date
and extent of the suspension and its cause. We shall resume the performance of
those obligations that have been suspended as soon as reasonably possible after
the removal of the cause. In the event that the cause continues for more
than one (1) month we shall refund you for any subscription charges you have
paid in advance for any suspended Service.
24 ASSIGNMENT AND SUB-CONTRACTING
24.1
You may not assign, sub-license or
otherwise transfer any of your rights under these Terms without our prior
written consent.
24.3
Without prejudice to Clause 24.2,
we may sub-contract delivery of a Service to any Group Company who operates the
business relating to the relevant information, publication or data product
forming part of that Service.
If any provision of these Terms is found to be wholly or
partially invalid, void or unenforceable by any court having competent
jurisdiction or by virtue of any legislation or any other reason, that
provision shall be invalid, void or unenforceable to that extent only and no
further and the validity and enforceability of the remaining provisions of
these Terms shall not be affected.
26 NOTICES
Any notice which is required to be given pursuant to these
Terms shall be made by email or first class post, in the case of you, to the
address provided on your registration form and, in the case of us, to the
address posted on the relevant Site or otherwise notified to you in relation to
any relevant Service. Any such notice shall be deemed to have arrived if sent
by post within three (3) days of posting and if sent by email at the time of
transmission.
27 THIRD PARTY RIGHTS
No term of these Terms is intended to be enforceable by any
person other than you or us.
28 HEADINGS
Headings in these Terms are for convenience only and will
have no legal meaning or effect.
Euromoney Institutional Investor PLC is a company registered in England and
Wales under number 954730 whose registered office is at 8 Bouverie
Street, London EC4Y 8AX and VAT number is GB 243 3157 84. Institutional Investor LLC is a subsidiary of
Euromoney Institutional Investor PLC and is incorporated in the State of
Delaware and its federal ID number is 13-2790024 and its registered address is
at 225 Park Ave. South, New York, NY 10003, USA.
Non-exhaustive list of Sites
Euromoney
Institutional Investor PLC Sites are located on the World Wide Web under, but
not limited to, the following domains:
www.airfinancejournal.com
www.amm.com
www.asialaw.com
www.asialawprofiles.com
www.asiamoney.com
www.benchmarklitigation.com
www.capacityeurope.com
www.capacityintelligence.com
www.capacitymagazine.com
www.capacitymedia.com
www.ceicdata.com
www.chinalawandpractice.com
www.cie.com.au
www.coaltrans.com
www.cocoanalytics.com
www.coveredbondnews.com
www.dcgtraining.com
www.emergingmarkets.org
www.euromoney.com
www.euromoneybooks.com
www.euromoneyconferences.com
www.euromoneycountryrisk.com
www.euromoneydata.com
www.euromoneyenergy.com
www.euromoneyfxnews.com
www.euromoneyiibusinesslibrary.com
www.euromoneyindices.com
www.euromoneymarketdata.com
www.euromoneyplc.com
www.euromoneyseminars.com
www.euromoneytradedata.com
www.euromoneytraining.com
www.euromoney-yearbooks.com
www.euroweek.com
www.fastmarkets.com
www.fointelligence.com
www.fow.com
www.fowevents.com
www.globalcapital.com
www.globalinvestormagazine.com
www.globalsurveys.iflr.com
www.globaltelecomsbusiness.com
www.hedgefundintelligence.com
www.idcsltd.co.uk
www.iflr.com
www.iflr1000.com
www.ijglobal.com
www.indmin.com
www.insidefac.com
www.insiderquarterly.com
www.internationaltaxreview.com
www.internationaltelecomsweek.com
www.itrworldtax.com
www.legalmediagroup.com
www.lm-cc.com
www.lmglifesciences.com
www.london-100.com
www.managingip.com
www.managingip.cn
www.mbironoreindex.com
www.mbmarketwatch.com
www.metalbulletin.com
www.metalbulletin.com/events
www.metalbulletinjobs.com
www.metalbulletinresearch.com
www.metalbulletinstore.com
www.miphandbook.com
www.miningindaba.com
www.reactionsnet.com
www.reinsurancesecurity.com
www.steelfirst.com
www.structuredretailproducts.com
www.totalderivatives.com
www.tpweek.com
www.trading-risk.com
www.wlydirectory.com
Institutional
Investor LLC Sites are located on the World Wide Web under, but not limited to
the following domains:
www.creditroundtable.org
www.derivativesintelligence.com
www.emii.com
www.expertguides.com
www.foundationendowment.com
www.freeii.com
www.fundindustryintelligence.com
www.funddirectorintelligence.com
www.ii-data.com
www.iialphahedge.com
www.iiintelligence.com
www.iijournals.com
www.iimemberships.com
www.iisearches.com
www.iistructuredfinanceguide.com
www.iitotalinvestment.com
www.institutionalinvestor.com
www.institutionalinvestorsalpha.com
www.institutionalinvestorchina.com
www.investorintelligencenetwork.com
www.latinfinance.com
www.latinfinanceevents.com
www.moneymanagementintelligence.com
www.positive-energynetwork.com
www.powerintelligence.com
www.realestatefinanceintelligence.com
www.reffwallstreet.com
www.securities.com
www.securitizationintelligence.com
www.sovereignfundscentral.com
www.sovereignwealthcenter.com
www.totalasf.com
Customer services contact details
Please
note: if you are unsure which contact details apply to your subscription,
please use the details provided for Euromoney II below.
|
Title/Cluster |
Postal
Address |
Email
Address |
|
Euromoney
II |
8 Bouverie Street, London EC4Y 8AX |
|
|
Insider
Publishing |
3rd
Floor, 41 Eastcheap, London, EC3M 1DT |
|
|
Institutional
Investor |
225
Park Ave. South, New York, NY 10003-1605 |
|
|
LatinFinance |
225
Park Ave. South, New York, NY 10003-1605 |
|
|
AMM |
225
Park Ave. South, New York, NY 10003-1605 |
|
|
Gulf
Publishing |
Customer
Service Dept, Gulf Publishing Company, PO Box 2608,
Houston, TX 77252-2608 |