PROMETHEUS GLOBAL MEDIA INC.
PROMETHEUS GLOBAL MEDIA, LLC Premium Member Agreement. BY COMPLETING THE ENROLLMENT PROCESS, YOU AGREE TO THE TERMS OF THIS MEMBER AGREEMENT, JUST AS IF YOU HAD SIGNED THE MEMBER AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS MEMBER AGREEMENT, PLEASE DO NOT COMPLETE THE ENROLLMENT PROCESS.
Please read all of the following terms and conditions carefully, including the automatic renewal provisions, before completing the enrollment process and agreeing to this Agreement.
The Agreement sets forth the terms and conditions on which PROMETHEUS GLOBAL MEDIA, LLC Business Media, Inc. ('PROMETHEUS GLOBAL MEDIA, LLC') will furnish you ('MEMBER') a limited non-exclusive, non-assignable license to access PROMETHEUS GLOBAL MEDIA, LLC's Online Premium Services electronic database and/or print publication membership service (collectively the 'SERVICE'), as the same now exists or is hereafter modified. By completing this enrollment process, you agree to be bound by the terms and conditions set forth herein, including but not limited to the payment terms and limitations on the use of the SERVICE data.
1. Ownership and Use
Information received by MEMBER from the SERVICE is provided solely for the use of the MEMBER. Unless separately and specifically licensed to do so in writing by PROMETHEUS GLOBAL MEDIA, LLC, MEMBER agrees not to re-transmit, disclose or distribute any of the information received from the SERVICE, to any other person, organization or entity. MEMBER expressly agrees that the SERVICE shall be used solely for the benefit of the MEMBER and data derived from the SERVICE (including print publications, if applicable) shall not be redistributed by MEMBER. MEMBER acknowledges that all information and content made available to MEMBER through the SERVICE, including but not limited to text, graphics, logos, news reports, articles, writings, listings, photographs, images, recordings, and directory information, are the exclusive property of PROMETHEUS GLOBAL MEDIA, LLC or of third-party partners which have agreed to furnish such information to the SERVICE, and are fully protected by copyright law, including United States copyright laws and the copyright laws of other countries. All software used on the SERVICE is the property of PROMETHEUS GLOBAL MEDIA, LLC or its software suppliers and protected by United States copyright laws and the copyright laws of other countries.
MEMBER may use the information in the SERVICE under the following terms. SERVICE grants to MEMBER a personal, non-transferable license to use the data contained in the SERVICE for research, planning and marketing related purposes. MEMBER may not use the information for development of data-related products or services, the creation of any database product, or for data provision services.
2. Fees and Payment
MEMBER agrees to make periodic payments to PROMETHEUS GLOBAL MEDIA, LLC in consideration for the SERVICE. MEMBER agrees that the length of the membership period is determined by the plan selected by MEMBER during the sign-up process. The periodic fees will be based on the rate schedule in effect at the time the Members signs up or renews. Any applicable sales or use taxes will be payable by MEMBER, and may be included in each periodic statement. MEMBER'S use of the SERVICE will be subject to credit limits established for MEMBER'S credit card by the issuer of such card. For Automatic Renewal, it is understood and agreed that the features of the SERVICE are subject to change without notice to MEMBER. By completing the enrollment process, MEMBER acknowledges understanding that periodic charges will be billed to MEMBER'S credit card.
3. Notice of Continuous Automatic Renewals and Charges
IF MEMBER ENROLLS IN AUTOMATIC RENEWAL OF MEMBERSHIP, MEMBER ACKNOWLEDGES THAT THE MEMBERSHIP WILL HAVE AN INITIAL PAYMENT FOR THE FIRST MEMBERSHIP PERIOD, PLUS CONTINUOUS AND AUTOMATICALLY RECURRING RENEWALS AND PAYMENTS FOR EACH SUBSEQUENT PERIOD UNTIL MEMBER AFFIRMATIVELY CANCELS. MEMBER will automatically be billed at the start of each new membership period until MEMBER terminates membership to SERVICE, with charges automatically posted to the credit card provided by MEMBER during the initial order. MEMBER may terminate enrollment in Automatic Renewal at any time by emailing Memberships@billboard.com or by calling 800.684.1873 or 845.267.3007. The SERVICE shall be deemed terminated on the last day of the then in effect membership period. MEMBER agrees that the membership fee is non-refundable once paid. Member accepts responsibility for all recurring charges prior MEMBER cancellation.
4. Unauthorized Use
MEMBER agrees that any unauthorized use of the SERVICE (or any data derived therefrom) by MEMBER may result in immediate termination of the Agreement, without refund of any pre-paid fees. MEMBER represents and warrants that the information provided during the membership process is true and accurate and agrees to update the information thereafter in the event of any changes. PROMETHEUS GLOBAL MEDIA, LLC reserves the right to terminate MEMBER's access to the SERVICE in the event that MEMBER provides any false information to PROMETHEUS GLOBAL MEDIA, LLC as part of the membership process, without refund of any pre-paid fees. In the event of such termination, MEMBER will continue to be liable for applicable fees for the period prior to termination, together with such other remedies as to which PROMETHEUS GLOBAL MEDIA, LLC may be entitled.
5. Password Disclosure
MEMBER shall select a unique username and password to obtain access to the SERVICE. MEMBER shall be solely responsible for maintaining the confidentiality of this information and for restricting access to MEMBER's computer. MEMBER shall be solely responsible for any and all use of SERVICE, including without limitation, any and all charges incurred by a third party, under MEMBER's username and password. MEMBER shall not share the username and ID with any third party. If at any time MEMBER should learn or suspect that MEMBER'S password has been obtained by a person not authorized by MEMBER to use it, MEMBER shall promptly notify Customer Service at 800.684.1873 or 845.267.3007 and confirm such notice in writing. Upon receiving such telephonic and written notice, PROMETHEUS GLOBAL MEDIA, LLC will assign a new password to MEMBER without charge.
6. Delays in SERVICE
Neither PROMETHEUS GLOBAL MEDIA, LLC, nor its respective officers, directors, employees, affiliates, subsidiaries, or agents shall be liable for any loss resulting from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, internet failure, intranet failure, extranet failure, hardware or software defects, storms, strikes, walkouts, fire or other casualty damage, or other causes over which they have no direct control, or any loss resulting from the contents of the SERVICE, or any errors in the transmission thereof. PROMETHEUS GLOBAL MEDIA, LLC will have no responsibility to provide SERVICE to MEMBER during interruptions of SERVICE.
This Agreement and the license rights granted hereunder shall remain in effect during the entire term of the Agreement. MEMBER may choose to cancel during the term of the Agreement. Regardless of the reason for cancellation or termination, the periodic access/membership fees, per-article charges (if any), per-report charges (if any), and any other fees or charges previously paid by MEMBER are non-refundable. If MEMBER has made an advance payment for access, the advance payment paid by MEMBER is non-refundable, regardless of the reason for cancellation. PROMETHEUS GLOBAL MEDIA, LLC reserves the right, at its sole discretion, to immediately terminate SERVICE upon failure of MEMBER to make payment when due or if MEMBER violates any of the terms and conditions of this Agreement. This Agreement is not assignable by MEMBER. There shall be no amendment or modification of this Agreement unless the same is in writing and signed by the Product Manager of the SERVICE.
MEMBER acknowledges and agrees that PROMETHEUS GLOBAL MEDIA, LLC reserves the right to, and may from time to time, monitor any and all information transmitted or received through the SERVICE. PROMETHEUS GLOBAL MEDIA, LLC, at its sole discretion and without notice to MEMBER, may review, censor or prohibit the transmission or receipt of any information which PROMETHEUS GLOBAL MEDIA, LLC deems obscene, offensive or otherwise inappropriate.
MEMBER shall provide all telephone, modem, internet connection, intranet connection, extranet connection and other equipment necessary for MEMBER to access the SERVICE and the costs of any such equipment and telephone connections or use, including any applicable taxes, shall be borne by MEMBER.
10. Disclaimer of Warranty
(a) PROMETHEUS GLOBAL MEDIA, LLC, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE EXCEPT AS SET FORTH IN THIS AGREEMENT.
MEMBER acknowledges that all information and services provided in connection with the SERVICE are compiled from and distributed by sources which are often beyond the control of PROMETHEUS GLOBAL MEDIA, LLC, and it is understood and agreed that PROMETHEUS GLOBAL MEDIA, LLC, its affiliates, subsidiaries, officers, directors, employees, and agents make no warranty, expressed or implied, with respect to the information provided to MEMBER by the SERVICE. PROMETHEUS GLOBAL MEDIA, LLC, its affiliates, subsidiaries, officers, directors, employees, and agents also make no warranty of the continuous availability of the SERVICE. MEMBER, under this Agreement, agrees that use of the information provided shall be at MEMBER's sole risk. MEMBER assumes the risk of errors and/or omissions in the information provided, and in its transmission or translation. MEMBER AGREES THAT IN NO EVENT SHALL PROMETHEUS GLOBAL MEDIA, LLC, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE INCLUDING BUT NOT LIMITED TO ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, COMPENSATORY OR SPECIAL DAMAGES.
(b) NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS ANY FORM OF WARRANTY OR REPRESENTATION BY PROMETHEUS GLOBAL MEDIA, LLC, OR AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS, OTHER THAN AS MAY BE EXPRESSLY DEFINED HEREIN.
(c) PROMETHEUS GLOBAL MEDIA, LLC MAKES REASONABLE EFFORTS TO OBTAIN ACCURATE AND UP-TO-DATE INFORMATION BUT PROMETHEUS GLOBAL MEDIA, LLC ASSUMES NO LIABILITY FOR INACCURACIES IN ANY OF THE INFORMATION OR CONTENT MADE AVAILABLE TO MEMBER THROUGH THE SERVICE. PROMETHEUS GLOBAL MEDIA, LLC RESERVES THE RIGHT TO EDIT ANY INFORMATION OR CONTENT MADE AVAILABLE ON THE SERVICE BASED ON EDITORIAL JUDGMENT.
(d) MEMBER HEREBY ASSUMES ALL RESPONSIBILITY FOR DETECTING AND ERADICATING ANY COMPUTER VIRUS OR PROGRAMS WITH A SIMILAR FUNCTION THAT MAY BE PASSED TO SERVICE FROM MEMBER OR TO MEMBER FROM SERVICE THROUGH MEMBER'S USE OF THE SERVICE.
The provisions of this Section 10 shall survive termination of this agreement.
11. LIMITATIONS OF LIABILITY, INDEMNITY
NOTWITHSTANDING THE ENFORCEABILITY OR NON-ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, MEMBER HEREBY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF PROMETHEUS GLOBAL MEDIA, LLC, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO MEMBER FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED IN AN AMOUNT EQUAL TO (A) $250.00, OR (B) TEN PERCENT (10%) OF ALL SUMS PAID BY MEMBER TO PROMETHEUS GLOBAL MEDIA, LLC UNDER THIS AGREEMENT; WHICHEVER IS GREATER. THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. MEMBER shall defend, indemnify and hold harmless PROMETHEUS GLOBAL MEDIA, LLC, its affiliates, subsidiaries, officers, directors, employees, and agents from any claims and expenses, including reasonable legal fees, related to any breach of this Agreement by MEMBER or MEMBER's use of the SERVICE.
12. Agreement Governs
It is understood and agreed by and between the parties that if there is any conflict between this Agreement and MEMBER'S purchase order or any other document not signed by PROMETHEUS GLOBAL MEDIA, LLC, this Agreement will govern.
13. Governing Law/Class Action Waiver/Jury trial Waiver
This Agreement shall be governed by the substantive laws of the State of New York applicable to contracts made and performed in the State of New York, without regard to principles of conflict of laws. Any action or proceeding arising under this Agreement shall be commenced exclusively in either the courts of the State of New York situated in the County of New York or in the United States District Court for the Southern District of New York; and such action or proceeding must be commenced no later than one year after the accrual of the claim giving rise therein. MEMBER hereby consents and submits to the personal jurisdiction of such courts for the purpose of litigating any such action or proceeding. To the fullest extent permitted by Law, both MEMBER and PROMETHEUS agree that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. In addition, MEMBER and PROMETHEUS each knowingly and irrevocably waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
14. Recovery of Fees
MEMBER agrees that if PROMETHEUS GLOBAL MEDIA, LLC takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement against MEMBER, including collection of any amounts due hereunder, PROMETHEUS GLOBAL MEDIA, LLC shall be entitled to recover from MEMBER (and MEMBER agrees to pay), in addition to all sums to which PROMETHEUS GLOBAL MEDIA, LLC is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation.
15. Entire Agreement