Terms of Services
Last Updated: 04 May 2020 v1.1
These terms and conditions govern your use of the New Media Project Website (“NPM Site”), and constitute a legally binding agreement (the “Agreement”) between you and New Project Media Inc., as well as its successors and assigns (“NPM” or “the NPM”). Throughout this Agreement, you will be referred to a “you” or as a “Visitor,” or as applicable, as a “User” or Subscriber.” These Terms apply to you if you use the NPM website.
These terms and conditions are divided into sections, any or all of which may apply to you:
General Terms and Conditions
Subscription Terms and Conditions
Website Terms and Conditions
General Terms and Conditions
In exchange for the NPM allowing you to use or visit the NPM Site, for giving you the opportunity to create a profile with information about yourself within the NPM Site (“Profile”), for licensing you access to a Subscription, and/or for allowing you to subscribe to or use the NPM’s services, you are agreeing to this Agreement. You are acknowledging that your decision to use the NPM Site and agree to this Agreement is completely voluntary and for adequate consideration.
PLEASE BE ADVISED THAT PROVISIONS IN THIS AGREEMENT GOVERN HOW CLAIMS YOU AND NPM HAVE AGAINST EACH OTHER CAN BE BROUGHT, INCLUDING PROVISIONS REQUIRING YOU TO SUBMIT CLAIMS YOU HAVE AGAINST THE NPM TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. THIS AGREEMENT ALSO CONTAINS PROVISIONS BY WHICH YOU WAIVE SUBSTANTIAL RIGHTS TO POTENTIAL REMEDIES AND BY WHICH YOU AGREE TO HOLD NPM HARMLESS AGAINST CERTAIN CLAIMS. IF YOU DO NOT WISH TO AGREE TO THESE PROVISIONS AND THIS AGREEMENT IN ITS ENTIRETY, DO NOT INDICATE THAT YOU AGREE TO THESE TERMS AND DO NOT DOWNLOAD OR USE THE NPM SITE OR A SUBSCRIPTION.
The NPM may update these terms and conditions of this Agreement (the “Terms”), in its discretion, from time to time. The NPM will post the most recent Terms on the NPM Site at https://newprojectmedia.com/ and the most recent Terms posted shall govern and constitute your Agreement with NPM. Each time you use or open the NPM Site or your Subscription, you are agreeing to the most recent version of these Terms. Please be advised that you have the responsibility to continue to check the NPM Site to read and understand the Terms of this Agreement. The NPM may, but does not need to, notify you that it has updated and revised these Terms. You may also obtain the most recent Terms of this Agreement on request by email to info@newprojectmedia.com; the Subject Line of such email must read “Request for NPM Terms and Conditions.”
Subscription Terms and Conditions
These Subscription Terms and Conditions set forth the terms and conditions pursuant to which you are granted access to certain services, news and information which are available through the online and/or mobile services and web site of NPM, including your Subscription (as defined below) and any other the content, Database and software provided in connection with such services or web site that are reserved to Subscribers (collectively, the “Subscription Services”).
PLEASE KEEP IN MIND THESE IMPORTANT RULES:
ONLY A SUBSCRIBER’S “PERMITTED USERS” ARE ALLOWED TO DIRECTLY ACCESS THE DATABASE AND SUBSCRIPTION SERVICES
ONLY A FULL-TIME EMPLOYEE OF SUBSCRIBER’S SPECIFIED TEAM, DEPARTMENT AND/OR OFFICE ARE ALLOWED TO BE “PERMITTED USERS”
SUBSCRIBERS MAY FORWARD OR SHARE INFORMATION OBTAINED FROM NPM AND THE SUBSCRIPTION ONLY WITH PEOPLE WHO COULD BE PERMITTED USERS – THAT IS, OTHER FULL-TIME EMPLOYEES WITHIN THE TEAM, DEPARTMENT AND/OR OFFICE SPECIFIED IN THE SUBSCRIPTION FORM.
DO NOT SHARE THE INFORMATION THAT IS AVAILABLE ONLY ON THIS SITE WITH ANYONE WHO IS NOT A FULL-TIME EMPLOYEE OF YOUR SPECIFIED TEAM, DEPARTMENT AND/OR OFFICE.
(The foregoing is a summary of certain provisions in these Subscription Terms and Conditions, and are offered here for your convenience only; the full text of the Terms and Conditions to follow controls.)
The information in the Subscription Order form (the “Subscription Form”) shall be and form an integral part of these Subscription Terms and Conditions. These Subscription Terms and Conditions, and your Agreement with NPM, incorporate and include the General Terms and Conditions, the Website Terms and Conditions, and the NPM Privacy Policy, as well as any other terms or conditions located on this URL and may be similarly revised by NPM with or without notice. In event of a conflict between these Subscription Terms and Conditions and any other part of your agreement with NPM, these Subscription Terms and Conditions shall control.
You acknowledge that NPM has no obligation to enter into this Agreement, that NPM reserves the right to restrict any Subscriber’s access to the Subscription and any person’s ability to access the Subscription Services, at its sole discretion, and that NPM may terminate or revise this Agreement without prior notice.
DEFINITIONS
In these Subscription Terms and Conditions, unless otherwise stated explicitly and in addition to other terms defined throughout this Agreement, the following definitions shall apply:
“Database” means the information and intelligence, provided via database or other searchable means, such text, audio, video, report and/or other forms or media, that have been obtained by NPM from third parties or generated in-house and that are included within the Subscription;
“Force Majeure” means circumstances beyond the relevant party’s control, including acts of God, war, civil unrest, terrorist attack, strike, governmentally-declared pandemic, lock-out or other industrial action and transport or computer failure including any failure or breakdown of related systems upon which the operation of the Subscription is dependent;
“IPR” means any and all intellectual property rights including copyright, moral rights, database rights, know-how, and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals and extension of any of the foregoing arising under the laws of any country, state or jurisdiction in the world;
“Subscription Period” means the period specified as such in the Subscription Form;
“Password” means the unique words to be provided by NPM for Permitted Users to obtain access to the Subscription;
“Permitted User” means only a full-time employee of Subscriber who is both: (A) within the team, department and/or office specified or included within in the Subscription Form’s Permitted User section (Subscriber shall not designate or allow part-time employees, contractors, temporary workers, or employees of affiliates to be Permitted Users); and (B) specifically and individually identified by Subscriber to NPM by means and processes specified and determined by NPM;
“Start Date” means the start date for the Subscription Period as stated in the Subscription Form;
“Subscriber” means the party detailed as such in the Subscription Form; and
“Subscription Fee” means the fee specified in the Subscription Form, as amended from time to time in accordance with this Agreement.
“Subscription” means the Subscriber Services that Subscriber and its Permitted Users are licensed to use and access by this Agreement, for the term of Subscriber’s license, specific to the type of Subscription purchased by Subscriber, and also expressly limited hereby to the following:
As to all Subscribers
Use and access by Permitted Users, not to exceed over the Subscription Period the number of Permitted Users set forth on the Subscription Form. NPM shall in its discretion determine the number of Subscriber’s Permitted Users, with each unique individual who uses or accesses the Subscription at any time during the Subscription Period counting as one Permitted User. In addition,
For Subscribers to the North American Renewable Energy Service
The portions and content of the website operated by NPM which is currently located at the URL www.newprojectmedia.com, reserved or designated by NPM (in its complete discretion) for Subscribers to the North American Renewable Energy Service;
The portions and content of the Database regarding or related to the North American continent and reserved or designated by NPM (in its complete discretion) for Subscribers to the North American Renewable Energy Service accessed via that web-site and including software operating the Database to enable Permitted Users to search the Database and use other functionality (the “NARES Database”);
To the extent included by NPM (in its complete discretion) within the NARES Database:
Early-stage project leads
Breaking news alerts
Proprietary analysis of renewable energy projects and their progress
through key approval milestones
Data sets proprietary to NPM including the “Project Tracker” and “RFP Tracker”
Primary source project documents and key contact information
Reasonable and occasional access to NPM reporters and analysts, limited in number, type, medium, duration and scope in NPM’s complete discretion and to an extent that does not materially interfere with NPM’s operations.
PAYMENT OF FEES
NPM shall send Subscriber an invoice for the Subscription Fee as soon as reasonably practicable after execution of the Subscription Form. NPM reserves the right to also invoice Subscriber pursuant to NPM’s usual pricing, with advance notice, if Subscriber’s use or access exceeds the levels specified in the Subscription Form (for example, and not by way of limitation, if Subscriber’s actual number of Permitted Users during the Subscription Period exceeds the number specified in the Subscription Form). Any invoice shall become payable immediately and shall be due and paid in full by Subscriber within 14 days of receipt by Subscriber. All sales are final and “as is”; Subscription Fees are non-refundable, in whole or in part, regardless of whether or when this Agreement or the applicable Subscription Period is terminated.
The amounts payable by Subscriber under this Agreement are exclusive of all sales tax or other similar tax which (if applicable) shall also be paid by Subscriber. Subscriber shall pay all amounts payable by it under this Agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, Subscriber shall pay such additional amount as will ensure that the net amount NPM receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. NPM shall comply with all reasonable requests from Subscriber to file, or to provide Subscriber with, such forms, statements or certificates as shall enable NPM or Subscriber to claim a reduced rate of tax or exemption.
NPM may increase the Subscription Fee on giving Subscriber not less than 30 days’ written notice, provided that no such notice is given before the date 30 days prior to the first anniversary of the Start Date. If Subscriber is unwilling to accept the increase in Subscription Fee it may terminate this Agreement on 15 days’ written notice.
Subscriber’s account shall be deemed delinquent if any invoiced amounts that are not disputed in writing and in good faith remain unpaid 25 days after the invoice date. NPM shall be entitled to charge a fee to cover additional administrative costs in an amount equal to one and one-half percent (1-1/2%) of the outstanding delinquent amount per month. In addition, NPM reserves the right to deactivate or suspend Subscriber’s license to the Subscription and right to access the NPM Site if Subscriber’s account remains delinquent more than thirty (30) days after payment is due.
LICENSE AND INTELLECTUAL PROPERTY RIGHTS
NPM grants to Subscriber a limited, revocable, non-transferable, non-assignable, non-sublicense-able and non-exclusive license to allow only Subscriber’s Permitted Users to access and use the Subscription for Subscriber’s internal use only on the terms of and for the duration of this Agreement.
All IPR subsisting in or used in connection with the Subscription (including the Database) are and shall remain the sole property of NPM and its licensors. All present and future rights in and title to the Subscription, including the right to grant access to it via any present or future technology, are solely and exclusively reserved to NPM.
Except as expressly permitted by this Agreement, Subscriber and its users shall not copy, duplicate, distribute, reverse-engineer, reverse-compile, disassemble, record, modify or otherwise reproduce any part of the Subscription Services, nor attempt to do any of the foregoing, without obtaining prior written approval of NPM. Subscriber may not sublicense this Agreement, or provide access to the Subscription other than to the Permitted Users. Subscriber acknowledges that (1) the Subscription and any individual components and any modifications, compilations or derivative works, whether in tangible or intangible form and (2) any embodiments of the Subscription that may be generated by Subscriber or Permitted Users whether pursuant to or in violation of this Agreement are deemed to be the sole and exclusive property of NPM. Subject to the limited license granted to Subscriber by NPM under this Agreement, NPM reserves all of its right, title and interest in the Subscription Services and any and all patent rights, copyrights, trademarks, trade secrets and all other IPR inherent in or in connection with NPM Site and the Subscription. This Agreement is non-exclusive and NPM may enter into similar agreements with other individuals or entities at its sole discretion.
NPM retains exclusive editorial control over NPM Site and the Subscription and may make administrative, editorial or operational decisions it deems necessary or helpful in the normal course of business.
NPM’S DUTIES
NPM represents and warrants only that it will perform the Subscription Services in a good and workmanlike manner. If an error, mistake or inaccuracy appears in the Database or on the NPM Site, regardless of its origin or the extent of NPM’s culpability or negligence therefor, your sole remedy and NPM’s sole liability will be for NPM, when reasonably practicable, to use reasonable efforts to issue an updated that corrects the inaccuracy in its reasonable discretion.
PASSWORDS
NPM shall provide Subscriber’s Permitted Users each with a user ID and Password or other means of access to the Subscription no later than ten business days following Subscriber’s payment of the Subscription Fee.
If a password is lost or stolen, Subscriber must immediately notify NPM in writing (the “Notice”), by e-mail to info@newprojectmedia.com. Upon receipt of the Notice, NPM will, as soon as reasonably practicable under the circumstances, cancel the lost or stolen password. Subscriber will be responsible for all charges or damages related the password prior to its cancellation by NPM. NPM does not permit anyone other than a Permitted Users, acting with proper authority from Subscriber, to access or use the Subscriber Services using a user ID or password. Subscriber is responsible for preventing such unauthorized access or use. If Subscriber has reason to believe that any such unauthorized access or use has occurred, Subscriber must notify NPM immediately by e-mail at info@newprojectmedia.com.
SUBSCRIBER’S DUTIES
Subscriber is responsible for obtaining, procuring and maintaining all hardware, software, intranets and or networks necessary for accessing NPM Site and using the Subscription. Subscriber will obtain Internet access (the “Connection”) and upon request provide NPM with technical information relating to requirements for the Connection. Subscriber shall designate in writing a representative to function as technical liaison with NPM. The technical liaison shall be responsible for resolution of Internet connection, data extraction and compatibility issues that may result from the configuration of the Connection and Subscriber’s use of the Subscription. Subscriber also agrees to employ computer anti-virus software of a type comparable to current industry standards on all computer systems that access the NPM Site or Subscription.
Subscriber represents and warrants to us (i) that if you are a corporate entity, you and we are a duly incorporated entity in good standing under the laws of your jurisdiction of incorporation; (ii) all information provided by you in the Subscription Form is in all respects complete, truthful, and accurate; and (iii) that it has authorized and is responsible for all acts and omissions of its Permitted Users.
Subscriber represents and warrants that it shall at all times:
Only allow Permitted Users to make use of and have access to the Subscription and Database;
Only use the Subscription for the internal purposes of its own business. For the avoidance of doubt, it shall not forward (and shall ensure that no Permitted User shall forward) via email, printed matter or any other means any content to anyone other than its Permitted Users or individuals who, by these terms and conditions, are eligible to be a Permitted User (i.e., full-time employees of Subscriber’s specified enterprise);
Otherwise not copy the Database or part thereof (other than in the course of running the Subscription) or transfer, sell, loan, rent, lease or assign any content within the Database;
Not duplicate, modify or distribute, reverse engineer, create derivative works of, decompile, disassemble, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, transfer, loan, rent, lease, assign or adapt any portion of the Subscription, nor merge or incorporate it with any other software nor permit any third party to do so, except solely to the extent permitted by applicable law;
Maintain all security measures as may be reasonably required to prevent unauthorized access to and use of the Subscription and Passwords;
Not in any circumstances use, nor allow any third party to use, any automated software, process, program, robot, web crawler, spider, data mining, trawling, “screen scraping” or other similar software (regardless of whether or not the resulting information would then be used for its internal purposes) and not disclose the Password to any third party for the purposes of using any such technology; and
Comply with all Website Terms and Conditions; to the extent of any conflict, the provision most protective of NPM’s property and rights shall govern;
Promptly upon becoming aware of any breach of this provision notify NPM thereof.
A breach of Subscription Terms and Conditions shall be deemed to include the occurrence of any usage patterns of the Subscription (or any part of it) reasonably deemed by NPM to indicate such a breach (including unidentified internet protocol ranges accessing, or attempting to access the Subscription, excessive conflicts on the usage and/or evidence of attempted simultaneous use of one set of access details by two or more parties).
Subscriber shall immediately notify NPM of any attempt of which Subscriber has knowledge by any person or entity: (1) to use, distribute, sell, sublicense or disclose any part of the Subscription without authorization of NPM or (2) to make an unauthorized copy or modification of, reverse assemble, reverse compile or to otherwise reverse engineer any part of the Subscription.
Subscriber shall immediately notify NPM upon learning of any potential infringement or misappropriation by third parties of any of Confidential Information or IPR of NPM. NPM will have the sole right and discretion to institute and conduct any legal action against, and/or settlement with, any and all actual or potential third party infringers or misappropriators of Confidential Information or IPR of NPM and Subscriber will cooperate with NPM, at NPM’s expense, in connection with any action taken by NPM against such actual or potential infringers or misappropriators. NPM shall have no obligation to Subscriber to institute suit against any particular infringer or misappropriator. Subscriber agrees that any infringement or misappropriation of IPR or Confidential Information of NPM will cause NPM irreparable injury and Subscriber will not contest preliminary or permanent injunctive relief in this case. Any recovery of damages or attorney fees will belong to NPM.
Subscriber agrees to indemnify, defend and hold harmless NPM, NPM’s licensors, and its or their respective officers, directors, employees, reporters, contributors, researchers, affiliates, subsidiaries, agents, successors and assigns, from and against any and all claims, suits, actions, demands, or proceedings and all damages, losses, costs, expenses or settlement fees incurred in connection with any of the foregoing (including reasonable attorneys’ fees and costs), arising out of or relating to (i) the breach of or default by Subscriber or its Permitted Users under any representations or warranties contained in this Agreement; (ii) non-compliance by Subscriber or its Permitted Users with laws, statutes, rules, regulations, directives, or guidance of governmental or self-regulatory bodies anywhere in the world, or (iii) any actual or alleged defamation, slander, or libel; fraud, misrepresentation, or other related tort by Subscriber or its Permitted Users that may arise from or relate to any revisions, translations, abridgements, use or other modifications made by Subscriber or its Permitted Users to content within the Subscription Services; or (iv) the infringement, misappropriation or other violation of copyrights, trademarks, trade secrets, rights of privacy or publicity that may arise from or relate to any revisions, translations, abridgements, use or other modifications made by Subscriber or its Permitted Users to content within the Subscription Services.
Subscriber acknowledges and accepts as reasonable that the undertakings given in the Subscription Terms and Conditions are of material importance to NPM and that NPM has entered into this Agreement in reliance on these undertakings. Subscriber acknowledges that the Subscription has been developed by NPM through substantial amounts of work, time and expense. Accordingly, Subscriber acknowledges that without affecting any rights or remedies that NPM may have, damages would not be an adequate remedy for any breach by Subscriber of the Subscription Terms and Conditions and that NPM shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of Subscription Terms and Conditions, and that no proof of special damages shall be necessary for the enforcement of this clause.
TERM OF SUBSCRIPTION
Subscriber’s license to use and access the Subscription shall terminate at the end of the Subscription Period, except as renewed or continued by the terms of this Agreement. Otherwise, Subscriber’s duties and obligations under this Agreement shall survive the termination of Subscriber’s license to the Subscription.
Subscriber shall, within thirty (30) days of the expiration or other termination of its license to use and access the Subscription (the “License”), return all embodiments of the Subscription to NPM or, if requested by NPM, destroy all embodiments and provide NPM with the certification of such destruction executed by an officer of Subscriber. Either party may terminate the License with effect from the end of a Subscription Period by giving no less than 30 days’ prior written notice to the other party.
Either party may terminate the License if the other party is in material default of any obligation imposed upon it by this Agreement, a notice of default has been served, and the defaulting party has not cured such failure to the satisfaction of the non-defaulting party within fifteen (15) business days of receiving the notice of default.
NPM may terminate the License if Subscriber becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement with its respective creditors generally (or any class of them) save for the purposes of a bona fide NPM reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
Termination for any reason shall not relieve Subscriber of its obligations to make any payments due to NPM which are outstanding as at the date of termination. Termination shall not affect any accrued rights of either party existing as at the date of termination. Notwithstanding the termination of Subscriber’s Subscription for any reason, all other provisions of this Agreement shall remain in full force and effect, including but not limited to the General Terms and Conditions, Website Terms and Conditions and Privacy Policy.
NPM shall have the right to disable Passwords immediately upon termination of this Agreement for any reason, or if Subscriber fails to pay the Subscription Fee when due.
LIABILITY
Without limitation to provisions limiting NPM’s liability within the Website Terms and Conditions:
Whilst NPM obtains information in good faith from sources which NPM considers to be reliable, Subscriber acknowledges that the contents of the Subscription are based on information supplied to NPM by third parties and are not independently verified by NPM. NPM does not guarantee the sequence, accuracy, completeness any/or timeliness of the Subscription Services. Neither NPM nor the Subscription is intended to and nor provides tax, legal or investment advice. Subscriber should seek independent tax, legal and/or investment advice before acting on information obtained from the Subscription Services. Consequently, NPM shall not be under, and excludes to the fullest extent permitted by law all liability to Subscriber for, any liability whatsoever in respect of (a) any mistakes, errors, inaccuracies or omissions in, or incompleteness of, the Database or the Subscription Services, (b) delays in updating the Database or the Subscription Services or non-availability thereof (c) loss of profit, business revenue, goodwill and anticipated savings; (d) trading, investment or other losses which Subscriber may incur as a result of use of or reliance upon the Subscription; or (e) internet failure, and/or failure of Subscriber to have in place any necessary software or equipment.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE CONNECTION THAT SUBSCRIBER SELECTS FOR ITS USE IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS AND THAT NPM MAKES NO REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) THAT THE SUBSCRIPTION IN COMBINATION WITH THE CONNECTION WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH SOFTWARE NOT PROVIDED BY NPM.
Notwithstanding any other provision of this Agreement, neither party excludes or limits liability to the extent that the same may not be excluded or limited under governing law.
CONFIDENTIALITY
Subscriber and Permitted Users shall keep confidential all information of NPM as may reasonably be deemed to be confidential, and shall not disclose the same to any other party (save as specifically permitted by this Agreement, and/or save as required by law or regulatory authority). Subscriber and Permitted Users agree that NPM’s confidential information includes, the Password, the Subscription Fee (including any increase), and the content of the Subscription.
If a Permitted User is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Confidential Information of NPM, or it is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then Subscriber and that Permitted User will not be liable to NPM for the resulting disclosure of Confidential Information of NPM required by such order if the Subscriber does the following:
(1) Subscriber immediately notifies NPM of the motion or order by the most expeditious means possible;
(2) If an already-issued order calls for immediate disclosure, then Subscriber shall immediately move for, or otherwise request a stay of, such order to permit NPM to respond as set forth in this provision;
(3) Subscriber shall join or agree not to oppose a motion or similar request by NPM for an order protecting the confidentiality of the Confidential Information of NPM, including joining or agreeing not to oppose a motion for leave to intervene by NPM; and
(4) Subscriber and such Permitted User, provided that NPM fails to obtain a protective order or does not waive its rights to compliance with this agreement, will only disclose the Confidential Information deemed necessary by its attorney.
Subscriber and Users shall not remove, obscure, or deface any proprietary legend relating to NPM’s rights on or from any tangible embodiment of the Subscription. If Subscriber is permitted to make any copies of the Subscription in whole or in part, Subscriber shall mark all such copies with NPM’s proprietary legends.
GENERAL
NPM shall not be under any liability to any other party for any breach of this Agreement which arises by reason of Force Majeure.
Subscriber acknowledges that it is liable for the acts of Subscriber and its Permitted Users or representations made by Subscriber upon which NPM relies in providing services under this Agreement. Subscriber is further responsible and wholly liable for Subscriber’s and its Permitted Users’ compliance with all applicable law.
Subscriber shall not assign, sublicense, or transfer this Agreement (including but not limited to transfers by merger, change of control or operation of law), without NPM’s written consent except to a purchaser of all, or substantially all, of Subscriber’s assets or the purchaser of a majority of Subscriber’s outstanding voting securities. This Agreement is binding upon and shall inure to the benefit of the respective permitted successors and/or assigns of the parties hereto.
NPM may identify Subscriber as a subscriber to the Subscription in its marketing and other public communications and may use generally-available versions of Subscriber’s trademarks and logos for such purposes. Otherwise, each party shall refrain from using the other party’s brand, trademarks, logos, slogans, names or other indicia or identity for purposes of marketing and promoting its own products, unless otherwise permitted in a separate agreement. (NPM may also use certain data from and regarding Subscriber for its own marketing and advertising and share that data with third-parties for their marketing and advertising purposes, as provided in NPM’s Privacy Policy.
Subscriber agrees that during the term of this Agreement and for a period of one (1) year after termination of this Agreement, Subscriber shall not solicit or hire, discuss employment or consultancy, or hire any employee of or contributor to of NPM, either directly or indirectly, without written authorization of NPM
Subscriber shall not participate in the creation or sale of any other commercially available subscription services similar to or for the same purpose as the Subscription Services for a period of two (2) years after the termination of Subscriber’s License. For the purpose of this sub-section, “creation and sale” includes the preparations for operating a competing business including but not limited to formulation of a business plan, soliciting, interviewing or hiring employees, soliciting or obtaining financing, equipment or facilities. NPM and Subscriber agree that violation of this covenant shall cause irreparable injury to NPM and Subscriber will not oppose injunctive relief as recourse to such violation. NPM shall be entitled to seek immediate injunctive relief in a court or agency of competent jurisdiction for breach of this provision without waiver of or regard for the dispute resolution procedures or the notice and cure provisions of this Agreement.
Website Terms and Conditions
PURPOSE AND INTENT
The NPM Site is intended to allow Visitors to obtain information about NPM and its work, obtain goods or services from NPM, subscribe to or use NPM’s services or a Subscription, and/or complete a Profile and submit that Profile to NPM. The NPM may, in its complete discretion, use the information in each Visitor’s Profile for the purposes contemplated herein, and NPM and its permitted third-parties may also to communicate with you for promotional and marketing purposes.
NPM may (or may not), in NPM’s complete discretion, use Visitors’ Profiles and the information therein to determine which Visitors to invite to participate in events; however, you agree that the NPM is not responsible in any way for any event, attempted event, or the conduct, participants or location thereof. The NPM does not guarantee that you will be invited to any event, or that any event to which you are invited will actually take place.
Visitor acknowledges and agrees that he/she is primarily responsible for his/her own safety and shares responsibility for the safety of other Visitors. In consideration for NPM allowing Visitor to use the NPM Site, Visitor assumes all risk of such participation and hereby releases NPM and all its directors, officers, employees and agents from any and all claims for any injury of any kind to Visitor or other damages that may occur as a result of the Visitor’s use of the NPM Site, participation in an event, or use or consumption of any NPM Good, including without limitation any personal injuries or other damages that may be caused by the negligence of NPM or negligence of any NPM director, officer, employee, or agent (including without limitation negligently failing to adequately investigate or screen personnel), and agrees not to file any lawsuit or otherwise make any claim against NPM or any NPM director, officer, employee or agent for any such injury or other damages.
INFORMATIONAL NEWS SITE
It is the inherent and intended nature of NPM and this NPM Site to provide news, information, opinion and analysis of events, any of which may be and likely are based on incomplete information, developing or changing information or circumstances, third-party sources who may or may not be acting in good faith. You acknowledge this nature; indeed, you acknowledge that part of the value you receive from NPM, your Subscription and the NPM Site is that we may provide such information.
THEREFORE, YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION AS A VISITOR AND YOUR USE OF THE NPM SITE IS AT YOUR OWN RISK. THE NPM SITE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY, PROMISE OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE NPM SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE NPM SITE, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, SUBSCRIPTION OR SUBSCRIPTIONS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE NPM SITE, AND/OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
Neither NPM nor the NPM Site provide legal, financial, accounting, professional, investment or other expert advice. You expressly agree that NPM is not your fiduciary and owes you no fiduciary, expert, professional or heightened duty.
We do not warrant that your use of the NPM Site will be accurate, reliable, secure, uninterrupted, always available, or error- free, that any defects in the NPM Site will be corrected, or that the NPM Site is free of viruses or other harmful components. The NPM is not responsible for the conduct, whether online or offline, of any Visitor or other user of the NPM Site. You are solely responsible for your interactions with other Visitors and users of the NPM Site. By using the NPM Site, you agree to assume such risks.
OWNERSHIP, INTELLECTUAL PROPERTY, AND CONTENT
NPM, the name “New Project Media,” and all of the NPM’s related content, tangible expressions, trade names, trademarks, moral rights, inventions, discovery and any other form of intellectual property of any kind, generated by the NPM or by your use of the NPM Site, in the past or future and in any medium, are the property of NPM. By this Agreement, NPM grants you only a limited license within the United States to use the NPM Site only as a Visitor consistent with and limited by the Terms of this Agreement. You may not assign, sublicense, or hypothecate this license.
Such license, and your right to use the NPM Site, may be terminated by NPM in its complete discretion at any time; and shall automatically and immediately terminate upon your breach of this Agreement or upon the termination of this Agreement for any reason. Upon the termination of this license, you shall retain no rights of any kind to use the NPM Site or any NPM intellectual property.
By using the NPM Site and by being a Visitor, you agree that any feedback, comments or information about your experience on the NPM Site (“Feedback”) that you provide will become the property of NPM and you agree that NPM may use or otherwise exploit all or part of your Feedback or any derivative thereof in any manner or media now known without any further remuneration, compensation or credit to you. You represent and warrant that you have right to assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third-party intellectual property rights.
Opinions, advice, statements, offers, or other information or content concerning NPM, events, the NPM Site, Visitors or made available through the NPM Site, but not directly by NPM, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from, or from your reliance on, information or other content posted on the NPM Site or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the NPM Site and to remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or harassing, or that might violate the rights, harm, or threaten the safety of Visitors or others.
VISITOR REPRESENTATIONS AND WARRANTIES
You represent, warrant and agree that, regarding your use of the NPM Site and your participation in any event, that:
You are age 18 or older and fully and legally capable of understanding and agreeing to these Terms;
You voluntarily and knowingly assume and accept any and all risks associated with your use of the NPM Site and participation in an event;
You will indemnify, defend and hold harmless The NPM from and against any and all losses, costs or damages, including attorney fees, directly or indirectly arising from or related to (a) your use of the NPM Site or a Subscription or participation or attempted participation in an event, and (b) any breach by you of this Agreement.
RESTRICTED ACTIVITIES
With respect to your use of the NPM Site, your use and license of a Subscription or your participation in events, you agree, represent and warrant that you will not:
Impersonate any person or entity, or create or use any “fake” account, or create a Profile with inaccurate, untruthful or fictitious information about you or any other purported person;
Stalk, threaten, or otherwise harass any person, or carry any weapons;
Violate any applicable law, statute, rule, permit, ordinance, regulation, or rule of an event or any applicable Code of Conduct;
Interfere with or disrupt the NPM Site, or the NPM;
Post information or interact on the NPM Site, or use the NPM Site, or behave at an event, in a manner that is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
Use the NPM Site in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret, confidentiality or other proprietary rights or rights of publicity or privacy;
Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
“Frame” or “mirror” any part of the NPM Site, without our prior written authorization, or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the NPM Site or any software used on or for the NPM Site;
Rent, lease, lend, sell, redistribute, infringe, license or sublicense the NPM Site or access to any portion of the NPM Site or any other NPM intellectual property;
Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation, of the NPM Site or its contents;
Transfer or sell your Visitor account, password and/or identification to any other party;
Discriminate against, taunt or insult, bully or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any category or distinction protected by applicable law; or
Cause any third party to engage in the restricted activities above
DISPUTES
To the extent permitted by applicable law, you must give Notice of any dispute or Claim against NPM at least 90 days before pursuing or filing any other remedy in law or equity. “Notice” by you, for purposes of this Agreement, means a writing delivered to NPM by certified mail, including the claimant’s name, address, daytime telephone number, email address, and a reasonably complete statement of the nature of and grounds for the Claim. Such complete and timely notice is a condition precedent to your right to pursue any remedy or Claim against NPM. Any Notices to you shall be provided to you through the NPM Site or given to you via the email address or by regular mail to the physical address you provide to NPM during the registration process.
YOU AND NPM MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTIONOF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after this Agreement terminates or your relationship with NPM ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and NPM, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND NPM. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the NPM Site, any other goods or services made available through the NPM Site, a Subscription, your relationship with NPM, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by NPM, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by NPM and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND NPM ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
YOU UNDERSTAND AND AGREE THAT YOU AND NPM MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND NPM BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST NPM, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NPM, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRIBUTORS OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, DAMAGE FOR EXPOSURE OF PERSONAL OR IDENTIFYING INFORMATION, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF NPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, NPM’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’, CONTRIBUTORS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that NPM has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
OTHER TERMS
These Terms, and this Agreement, incorporates and includes the NPM Privacy Policy, located at Your agreement to these Terms incorporates your agreement and consent to that Privacy Policy.
We agree and deem that all performance by NPM under this Agreement occurs in the United States. If you are not located in the United States, or transfer your data through another country, you are not permitted to use the NPM Site.
This Agreement shall be governed by the laws of the State of New Jersey without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. NPM may assign this Agreement, in whole or in part, in its discretion. Visitor shall not assign any of its rights, obligations or benefits under this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and NPM with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
