“Affiliate” means, in relation to a Party, any other person or entity, whether incorporated or not, which from time to time Controls, is Controlled by or is under common Control with, that Party;
“Content” means the services and/or products produced by Third Bridge Forum including the following: Forum Interviews, Transcripts and other written materials provided by Third Bridge from time to time;
“Control” means the ability to direct the affairs of another, whether by way of contract, ownership of shares or otherwise, and “Controls” and “Controlled” shall be construed accordingly;
“Fees” the fees specified in the Order Form;
“Forum Interview” means an interactive discussion conducted by electronic means between Third Bridge and a Specialist which may be attended by Third Bridge clients;
“Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information(including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world whether no existing or created in the future;
“Order Form” means the document between the Subscriber and Third Bridge which specifies, inter alia, the Subscription Term and the Fees;
“Parties” means Third Bridge and the Subscriber;
“Specialist” means an industry expert who engages in a Forum Interview;
“Subscriber” means your firm or company;
“Third Bridge” means Third Bridge Group Limited (a company registered in England and Wales with registered number 06263699); and
“Transcript” means a transcript of the contents of a Forum Interviews.
In consideration of payment of the Fees, Third Bridge will, during the Subscription Term, provide the Subscriber with access to the Content specified in the Order Form. For the avoidance of doubt, nothing in this Agreement shall entitle the Subscriber to access Third Bridge’s “Connections” service ie. one on one private expert consultations instigated in response to a client project request.
3.1 The invoice in respect of the Fees shall be payable in full by the Subscriber within 15 days of the invoice date.
3.2 The Fees are exclusive of value-added tax and any other applicable sales taxes, which will be added to Third Bridge’s invoice and payable by the Subscriber in accordance with applicable law from time to time.
4. The Nature of the Information in the Content
4.1 The information and content contained in any Content are for information purposes only. Access to the Content, products and services are provided on an “as is” basis. Third Bridge does not make any warranties or representations, expressed or implied as to the currency, accuracy, completeness, timeliness or fitness for any particular use of the Content. Third Bridge accepts no liability for the Content or for any errors, omissions or inaccuracies in respect of it. The views of the Specialist or other third parties expressed in the Content are those of the Specialist or such other third party and they are not endorsed by, nor do they represent the opinion of, Third Bridge. Content is subject to change without notice and Third Bridge does not undertake to update or supplement Content or inform you of any change in the Content. You assume all risk of use.
4.2 No warranty is given that the services will be error-free, free of viruses or uninterrupted. Third Bridge is not responsible for invalid destinations and transmission errors in, corruption of, or the security of information carried over telecommunications carriers’ or other providers’ facilities. Third Bridge has no liability for faulty or interrupted communication links.
5.1 The Content is for informational purposes only and does not constitute a trade recommendation and should not form the basis of any investment decision. The Content has not, is not, and should not be construed as an offer, bid or solicitation in relation to any financial instrument, security, commodity or futures instrument or as an endorsement, recommendation or sponsorship of any financial instrument, security, commodity or futures instrument, or as investment, tax, accounting or legal advice.
5.2 Third Bridge does not offer any recommendation to buy, sell or hold any security whether it is referred to in any Content not. The Content does not constitute a personal recommendation or take into account the particular investment objectives, financial situations or needs of individual recipients. Investors should independently evaluate particular investments and strategies and seek the advice of a suitably qualified financial advisor. Third party statements and opinions contained in the Content are not endorsed by, nor do they represent the opinion of, Third Bridge or any of its employees.
5.3 Third Bridge, its Affiliates, their respective directors and employees will not be liable for any direct, indirect or consequential loss arising from the content of or use of any Content.
5.4 In no event shall Third Bridge, its Affiliates, nor their respective officers, directors or employees be liable for any indirect, incidental, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits or opportunity costs) in connection with any use of any Content. Without limitation to the generality of the foregoing, Third Bridge shall not be liable to the Subscriber for any trading, investment or other losses which the Subscriber may incur as a result of using any Content.
5.5 If any exclusion in the Agreement shall be held to be invalid, Third Bridge’s total liability to the Subscriber shall be limited to an amount equal to the Fees paid.
5.6 Nothing in this Agreement excludes or limits the liability of Third Bridge for death or personal injury caused by Third Bridge’s negligence or fraudulent misrepresentation.
6. Intellectual Property Rights
6.1 As between Third Bridge and the Subscriber all Intellectual Property in the Content, which is provided to the Subscriber, shall belong to Third Bridge. This includes without limitation all Intellectual Property in a Forum Interview (and any Recording or Transcript of it), texts, icons, data, information, programming, scripting, design, layout and all other elements of the online service being provided.
6.2 The Subscriber shall not copy or reproduce in any form any Content (or any part thereof) or forward or distribute any Content (or any electronic link to any Content) to any third party, or (ii) reproduce, transmit, sell, distribute, republish, broadcast, post, circulate or otherwise commercially exploit the Content in any way or use the information for any unlawful purpose.
6.3 Content may be downloaded, viewed and printed for internal use within your organisation provided that no trade mark, copyright or other proprietary notices, or any restrictions on use or disclaimers contained in or appearing on such material are removed in whole or in part.
6.4 Third Bridge grants the Subscriber a non-exclusive, non-assignable, 10-year royalty free licence to the Subscriber and its Affiliates to use Content for internal research purposes.
6.5 If you choose to access the Content from any location then you are responsible for compliance with all applicable laws.
Third Bridge shall not disclose this business relationship to third parties without the prior written approval of Subscriber. In addition, Third Bridge hereby acknowledges that information relating to Subscriber and its Affiliates in connection with this Agreement (collectively, “Confidential Information”) is confidential and must be protected from unauthorised disclosure or use. Accordingly, Third Bridge agrees not to use for any purpose (except as required to provide the services hereunder) and not to disclose to any third party any Confidential Information. Additionally, Third Bridge agrees not to use Subscriber’s name in its marketing materials or otherwise disclose to any third party that it is performing services for Subscriber hereunder.
8. Entire Agreement
This Agreement constitutes the entire agreement of the Parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the Parties with respect to the subject matter addressed in this Agreement, whether oral or written, and each Party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any statement, undertaking or representation made (whether innocently or negligently) by any other Party or any other person except as expressly set out in this Agreement.
If any of the provisions of these Terms are determined by any court or other authority of competent jurisdiction to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
10. Governing Law & Jurisdiction
This Agreement is governed by and shall be construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.