JCK Online Terms of Service
The use of www.jckonline.com and all related and ancillary services and products (collectively, the “website” or “site”) is subject to the following terms and conditions of use (the “Terms and Conditions”). The Terms and Conditions contained herein may be changed or updated from time to time, without notice, by posting such changes to this site. Each User (as defined herein) is required to read these Terms and Conditions carefully before accessing the content on this website or any affiliated websites. By accessing this website, the User is accepting and agreeing to, and is deemed to accept and agree to, the terms contained herein.
1. GENERAL RULES.
1.1. This website is owned by and published by Reed Exhibitions, a division of RELX Inc. (“RX”). These Terms and Conditions govern the User’s ongoing use of, and, if applicable, the purchase of, the content, data and related subscription services offered by RX on the website and accessed by the User (the “Services”). To the extent the User purchases a subscription, the terms of the User’s Subscription Form (as defined herein) are hereby fully incorporated herein and made a part hereof. By using the Services, the User agrees to abide by these Terms and Conditions, as they now exist and as they may hereafter be amended. Without limiting the foregoing, these Terms and Conditions shall also govern, to the extent applicable, the use of any free newsletters or communications signed up for, or subscribed to, by any User or Authorized User (as defined herein).
1.2. The “User” shall mean either the individual accessing the website or the entity indicated on the Subscription Form, on behalf of itself and all Authorized Users as such term is defined below. The User and RX are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
1.3. By accessing or using any Paid Services (as defined herein), User represents that User is authorized to access and/or use such Paid Services, and that the only individuals within User’s organization accessing the Paid Services are authorized and permitted to do so (each an “Authorized User”). User and each Authorized User agrees to abide and be bound by all of the terms and conditions herein.
1.4. User may not access or otherwise use the Services (including the Paid Services) if User is identified on, and User may not provide access to the Paid Services to any individuals identified on, (1) OFAC’s list of Specially Designated Nationals (“SDN List”), (2) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (3) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (4) any other applicable sanctions lists, or (5) any third party which is 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person, group or entity identified in (1) through (4).
2. JCK ONLINE CONTENT.
2.1. Scope of Services. The Services within the scope of these Terms and Conditions include only access to www.jckonline.com and all related and ancillary services and products thereto. Certain other website products and services offered by RX may not be within the scope of these Terms and Conditions and may be governed by separate agreements and terms of service.
2.2. Scope of Use. The Services and their contents are intended for User’s personal, internal business, noncommercial, informational and/or educational use and may not be used for any other purposes, including Mass Distribution (as defined below), unless otherwise specified in the Subscription Form. A User may not sublicense, assign or transfer any licenses granted by RX hereunder, and any attempt at such sublicense, assignment or transfer shall be null and void.
2.3. Property of RX. Except as explicitly provided in these Terms and Conditions, nothing herein shall be construed as granting or conferring on User or any Authorized User any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory), rule or regulation, including, without limitation, those related to copyright or other intellectual property rights. User acknowledges and agrees that title, ownership and all rights (including intellectual property rights) in and to the content of, and materials published on, the Services are and shall remain the property of RX (or such other third party that may have granted RX rights in such content).
2.4. Trademarks; Copyrights; Other Intellectual Property.
2.4.1. “JCK” is a registered trademark of RX. All of RX’s trademarks, service marks, and trade names, and the goodwill associated therewith shall remain the sole and exclusive property of RX and, except as otherwise explicitly provided in these Terms and Conditions, may not be used, by User without the express prior written consent of RX.
2.4.2. All Services published and distributed by RX are protected by copyright pursuant to U.S. and international copyright laws. Except as explicitly provided in these Terms and Conditions or with the express prior written consent of RX (which may be granted or withheld in RX’s sole and absolute discretion), User may not modify, publish, republish, transmit, retransmit, reproduce, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit or otherwise use, any of the content of the Services, including any images contained in the content of the Services (which, for the avoidance of doubt, may not be downloaded as stand-alone files), software or other computer-readable or computer-executable code, in whole or in part (collectively, the “Use Restrictions”). To the extent any action or usage constituting a violation of the Use Restrictions is otherwise explicitly permitted or authorized pursuant to these Terms and Conditions, such authorization is not intended to, and shall not, vest in User any ownership interests or other rights of any kind beyond those expressly granted herein. Unauthorized use of the Services, including usage of the Services in violation of the Use Restrictions, shall be a material breach of these Terms and Conditions and may subject User to legal action. User agrees to abide by any and all additional copyright notices or restrictions contained in any content accessed via the Services.
2.4.3. Digital Millennium Copyright Act (‘DMCA’) Notice. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If a User or Authorized User has a good faith belief that materials hosted by the RX infringe their copyright, they (or their agent) may send RX a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed upon; (b) identification of the copyrighted work claimed to have been infringed upon (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow RX to locate the material on the site; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If a User or Authorized User believes in good faith that a notice of copyright infringement has been wrongly filed against them, the DMCA permits such person to send RX a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices with respect to the Website should be sent to Reed Exhibitions, a division of RELX Inc., Attn: General Counsel, RX Americas, 201 Merritt 7, Norwalk, CT 06851 with an email copy of the notice sent to ContractNotices@reedexpo.com. RX suggests that users consult their legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. It is RX’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
2.5. Guest Columns and User-Generated Content. Certain aspects of the Services may include access to guest columns or other user-generated content (collectively, “User Content”). User understands and agrees that User Content may include information, views, opinions, and recommendations of third parties unrelated to, and unaffiliated with, RX and that such User Content is provided without any endorsement, recommendation or representation or warranty from or by RX and is made available solely for educational and/or informational, noncommercial purposes. Without limiting the foregoing, RX is not responsible for the accuracy or legitimacy of such User Content and shall have no liability whatsoever to User with respect thereto. User shall be responsible for, and shall hold RX harmless from, any use of User Content. User further agrees that it shall be User’s sole responsibility to verify and/or confirm any information contained in the User Content prior to relying on it, in connection with which User assumes all risk. RX reserves the right to remove or modify User Content without notice to User.
2.6. User Materials. The Services may be presented in such a way as to permit visitors to the website or users of the Services, who may be unaffiliated with RX, to post or publish comments (“User Materials”) with respect to certain published content. User understands and agrees that with respect to any User Materials, RX and the Services act merely as a passive conduit for any and all communication and/or distribution of information, and RX does not control the User Materials. RX cannot and will not evaluate, and shall not be responsible for, the accuracy, reliability, completeness, veracity or suitability of any User Materials or for verifying the identity of anyone posting any User Material. While RX will endeavor to monitor User Materials on the Services and flag and/or remove User Materials which RX finds unsuitable (as determined in its sole and absolute discretion) RX shall be under no obligation to do so and shall have no liability to any party for failure to monitor or remove any User Materials or User Content. Prior to being granted access to post User Materials, individuals may be required to input or provide certain data or information, including (without limitation) their name and/or email address which may be displayed in connection with their User Material; RX reserves the right to impose any additional restrictions or requirements with respect to User Materials in its sole discretion. Any visitor to the website or user of the Services who posts User Materials represents, warrants, and agrees that such User Materials: (i) are original to them and no other party has any rights to such User Materials; (ii) are not threatening, harassing, profane, tortious, defamatory, vulgar, obscene, deceptive, fraudulent, invasive of another’s privacy or publicity rights, or infringing of any intellectual property right; (iii) do not violate any laws, regulations or securities exchange requirements; (iv) do not contain a virus, worm or other harmful component; and (v) do not contain any advertising. User acknowledges that any User Materials posted to the Services may be edited, removed, modified, published, transmitted, and displayed by RX in RX’s sole discretion and that User waives any rights User may have in having the material altered or changed in a manner not agreeable to User. Upon posting any User Materials, the visitor to the website or user of the Services grants to RX and its affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, nonexclusive, sub-licensable and freely transferable right and license, for all formats and media, whether now known or hereafter devised or discovered, to use, reproduce, modify, edit, adapt, publish, translate, create derivative works of, distribute, perform, publish and display (in each case, in whole or in part) such User Materials, including without limitation any ideas, concepts, methods, systems, designs, plans, techniques or other similar information included therein, and/or to incorporate them in other works. Any individual who posts User Materials agrees to indemnify, defend and hold harmless RX and its affiliates and parent companies, and the directors, officers, employees and agents of the foregoing, from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or relating to such User Materials.
2.7. Third-Party Websites. Certain aspects of, or links contained on, the Services may link to websites or services operated by parties other than, and unaffiliated with, RX. Such links are provided for User’s convenience only. RX does not control such third-party websites and is not responsible for any content thereon, including with respect to any comments posted on such third-party websites. RX’s inclusion of links to such third-party websites does not amount to or imply any endorsement or warranty of the material on such sites or any association with their owners or operators. User agrees that RX is not responsible for any such third-party websites and services or any content thereon and agrees to hold RX harmless from any and all claims or liability arising from User’s use of such third-party websites or services. Any concerns or questions related to third-party websites should be directed to the webmaster or other appropriate contact person for such third party.
3. SUBSCRIPTION AND PAYMENT TERMS.
3.1 This section provides additional terms of sale and purchase in connection with the User’s use of any paid website Services or other paid digital products related to the website which are offered by RX, including, but not limited to JCK Online digital subscriptions which enable access to certain additional website content (the “Paid Services”). RX reserves the right to modify the content, type, and availability of the Paid Services at any time.
3.2. Subscription Form. These Terms and Conditions are expressly incorporated into and made a part of each of User’s Subscription Form(s) as applicable. As used herein, the “Subscription Form” is defined as the executed purchase order, website check-out, or other similar document which sets forth the payment terms, a description of the Paid Services to which User has subscribed, and any attributable fees or costs and associated taxes associated with such subscription (collectively, the “Subscription Fee”). User hereby agrees to pay the Subscription Fee for the Services as invoiced after receipt by RX of an executed Subscription Form, failure of which shall be a breach of these Terms and Conditions that may result in suspension or termination of User’s access to Services. The Subscription Fee is non-refundable. In the event no payment terms are specified on the Subscription Form, all Subscription Fees shall be due and payable within thirty (30) days of the invoice date. Only one individual may use the login credentials associated with a Paid Services account. For information about subscribing to JCK Online, please visit https://www.jckonline.com/pro.
3.3. Changes to the Services. Users are not required to pay Subscription Fees to access certain freely available aspects of the Services. However, if a User does not purchase a subscription through a Subscription Form, no access will be granted to the Paid Services. RX reserves the right to convert any freely accessible portion of the Services into Paid Services and to charge Subscription Fees for access to such portions of the Services, or for access to the Services as a whole, at any time in RX’s sole discretion. In no event, however, will the User be charged for access to any Services unless RX first obtains the User’s prior agreement to pay Subscription Fees via a Subscription Form.
3.4. Payment. RX reserves the right to reject any order or purchase of Paid Services at any time. If the initial payment authorization is later revoked, the associated subscription for Paid Services will be automatically terminated. Unless specified otherwise at the time of a User’s purchase, all Subscription Fees are non-refundable. The Subscription Fees attributable to a User’s Paid Services will be disclosed within the Subscription Form and the User agrees to pay the applicable disclosed Subscription Fee, as well as any applicable taxes, at the frequency stated within their Subscription Form. All Subscription Fees are in United States Dollars, unless otherwise stated. RX reserves the right to change any Subscription Fees at any time; provided that RX will notify the affected Users in advance and provide the Users the opportunity to accept the new Subscription Fees or cancel the subscription to Paid Services from that point forward.
3.5. Limitations. A subscription may not include access to all of the Paid Services and access to certain portions of the Services may require an additional separately priced Subscription Fee and/or will only be available to designated Users or types of subscribers.
3.6. Incidentals to the Services. By using the Services, the User may incur other additional charges from third party service providers. The User acknowledges that he or she is solely responsible for any costs incurred in connection with their use of the Services and their access to the website, including, but not limited to, any telecommunications fees, data fees, or service provider fees. All such costs shall be borne solely by the User.
3.7. Billing and Renewal. RX will charge or debit the payment method provided at purchase once the subscription to the Paid Services begins, if applicable, at the end of any free trial period. Billing will continue according to the cycle stated with the User’s order. Unless otherwise specified by the User at the time of purchase, all subscriptions to Paid Services are renewed automatically using the payment method currently associated with the relevant User’s account. RX is not obligated to notify any User in advance of any impending renewals and Users expressly agree to waive the application of New York General Obligations Law section 5-903 and any similar laws.
3.8. Unpaid Charges. If the credit card used on the Subscription Form expires or if any other payment method used becomes otherwise invalid, the associated subscription may not automatically be terminated. The User remains responsible for all charges incurred. Additionally, the User will be responsible for any collection costs incurred by RX in collecting such balances owed, including, but not limited to, court costs, collection fees and attorney’s fees.
3.9. Promotions. RX may occasionally offer promotions for the Paid Services. The specific terms of each promotion are stated at the time the promotion is offered and each promotion may be different. Promotions may not be combined. The User is required to provide valid payment details when signing up for a promotion. At the end of the promotion, the User’s subscription will automatically renew at the then-current rate for those Paid Services as if no promotion had applied. RX is under no obligation to notify any User in advance when a promotion is about to end and will not do so. To cancel and avoid being charged, the User must cancel the Paid Services before the promotion ends.
3.10. Cancellation. Users may cancel their subscription to the Paid Services at any time, but cancellations will only affect future charges associated with their subscription and the cancellation becomes effective at the end of the User’s current billing period. There will be no refunds for the current billing cycle and the User will continue to have the same access and benefits for the remainder of the current billing cycle. In order to cancel a subscription, a User must contact customer service via email at firstname.lastname@example.org. Paid Services purchased as part of a promotion or sold in connection with another service or product offered by RX may be subject to different cancellation or refund policies as indicated at the time of purchase.
3.11. RX’s Right to Suspend. RX reserves the right to suspend or terminate any subscription to the Paid Services for any reason, with or without notice and without further obligation. The User will not be entitled to a refund in these circumstances. RX further reserves the right to make changes to the Paid Services at any time. If the Paid Services are temporarily unavailable, temporarily reduced, or made free to access by all Users, there will be no refunds. RX reserves the right to issue credits or refunds at its sole discretion, and RX is under no obligation to issue the same or similar credit(s) or refund(s) in the future.
4.1. Termination; Breach. RX may, in its sole discretion, terminate or suspend any User’s access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms and Conditions. User’s breach of any obligations under these Terms and Conditions may result in immediate termination of these Terms and Conditions and immediate suspension or termination of User’s access to the Services; provided that with respect to any non-monetary, curable breach, RX will use commercially reasonable efforts to notify User of, and grant User the opportunity to cure such breach, although it shall be under no obligation to do so. In the event of such breach, User shall remain liable for, and RX shall not be obligated to refund or credit, any Subscription Fees incurred for the full contract term as set forth in the Subscription Form. Without limiting the foregoing, User acknowledges and agrees that any action in violation of the Use Restrictions shall be an incurable breach of these Terms and Conditions.
4.2. Limited Rights after Termination. In the event of termination of these Terms and Conditions for any reason other than a violation of the Use Restrictions, User may retain for its personal, noncommercial use, any materials or content of the Services that have already been delivered; provided, however, that User agrees to be bound by the restrictions on distribution and dissemination of the content of the Services provided herein (including, without limitation, the Use Restrictions) even after termination of the term set forth in the Subscription Form. In the event of a termination resulting from a breach of the Use Restrictions, User shall promptly return to RX, or destroy (and provide RX with a certification of destruction in compliance with this Section 3.3 by an officer or authorized person of User) any and all materials or content of the Services in User’s possession or control within thirty (30) days of such breach.
4.3 Rights Regarding Section Reorganization and Website Reconfiguration. User agrees and acknowledges that RX reserves the right, in its sole and absolute discretion, to amend, alter, reorganize, reconfigure or otherwise change the interface, sections (and names of sections) and banners of content and data on the site (any such change, a “Section Reorganization”), provided that any such Section Reorganization shall not materially degrade the User’s access to information or services that are substantially similar to the Paid Services for which User subscribed pursuant to the Subscription Form.
4.4. Termination by User. The User may terminate their account at any time by contacting customer service via email at email@example.com.
5. ACCESS AND AVAILABILITY OF SERVICES.
5.1. Limited Right to Use, Save, and Distribute.
5.1.1. Except as provided herein, User shall not use, save or distribute the content of the Services without the express prior written consent of RX.
5.1.2. User agrees not to grant access to the Services to any person other than an Authorized User and to safeguard and, to the extent provided, maintain the confidentiality of its username and password. User is responsible for ensuring compliance with the foregoing by each Authorized User in User’s organization. User shall have a limited right to save the content of the Services for its personal, internal business or other noncommercial use. User shall have, subject to Section 5.1.3. (Mass Distribution) , a limited right to distribute the content of the Services to business associates, clients, and prospective clients or their respective representatives, agents, or assigns provided that User has a reasonable basis to believe that such selective distribution may be useful or helpful to the recipient for a particular purpose. The foregoing limited right to distribute is limited to personal communications to clients, such as email or letters, and does not include the right to engage in any Mass Distribution (as defined below). Any other distribution of the content of the Services is prohibited without the express prior written consent of RX.
5.1.3. Mass Distribution. User shall not engage in any Mass Distribution (as defined below) without the express prior written consent of RX. Without limitation to any and all other remedies available to RX (which are hereby expressly reserved), unauthorized Mass Distribution by User shall be immediate grounds for suspension of User’s account and/or termination of User’s access to the Services. As used herein, “Mass Distribution” means (i) the use, publication or inclusion of any content or materials (in whole or in part) obtained through use of the Services in (x) any press releases, blog postings, newsletters, articles, bulletin boards, or any other publicly accessible publications or (y) any communication by any Authorized User of User (including, without limitation, via email or facsimile) containing specific content of the Services that is addressed to more than ten (10) individuals that are not Authorized Users (e.g., the simultaneous transmission of any article or other content of the Services to more than 10 recipients by any one Authorized User); (ii) setting up, creating, configuring or automating any email (or other) alert functionality of the Services on behalf of any non-Authorized User or utilizing email auto-forwarding or any similar email filter or functionality to distribute the content of any Services (including alerts) to any non-Authorized User, (iii) utilizing, configuring or distributing any of the content (in whole or in part) of the Services for marketing and/or promotional purposes or otherwise establishing or allowing establishment of the Services as a service bureau for any third party or non-Authorized User (iv) otherwise using or configuring the Services in any manner that (x) replicates, or seeks to replicate, in whole or in part, the Services on behalf of or for the benefit of any non-Authorized User or (y) undermines the ability of RX, as determined in its sole and absolute discretion, to market or sell any of its services, including the Services, to any third party.
5.1.4. Any content otherwise permitted to be distributed pursuant to Section 5.1 must not be altered, abbreviated, or edited in any fashion without the prior express written consent of RX; provided that, subject to the restrictions on Mass Distribution contained herein, User shall have the limited right to use or excerpt brief quotations from such content so long as all such content is properly attributed to RX and any other copyright owner identified in the content. All content of the Services permitted to be distributed by these Terms and Conditions must be clearly marked as originating from RX and must preserve all original copyright and other notices contained thereon. Any copyright notice appended by User to distributed content of the Services should be in a form substantially similar to the following: “Copyright [Current Year] Reed Exhibitions, a division of RELX Inc. Content may not be shared, reproduced, modified, published, distributed, or otherwise recreated in any fashion without the express prior written consent of Reed Exhibitions, a division of RELX Inc. For inquiries about this article, please contact firstname.lastname@example.org.”
5.1.5. The provisions of Section 5.1 shall survive the termination, cancellation, or expiration of the term set forth in the Subscription Form.
5.2. Unlawful Use Prohibited. User agrees not to use the Services for any unlawful purpose or to take any action that could harm RX or a third party. RX reserves the right to terminate User’s access to the Services if User’s use of the Services violates or, in RX’s sole and absolute discretion, is likely to violate, any laws, regulations, or rulings, infringes upon another person’s rights, or violates the terms of these Terms and Conditions. User agrees that they shall not violate any applicable law, contract, intellectual property or other third-party right, and User is solely responsible for their own conduct while accessing the Services. Further, User agrees that they will comply with these Terms and Conditions and will not themselves (or support or encourage another to):
i. create, upload, transmit, distribute, or store any content which is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable to RX in RX’s sole discretion;
ii. impersonate any other person or entity or perform any similar fraudulent activities;
iii. make unsolicited offers, advertisements, proposals, or send junk mail others using the Services;
iv. harvest or collect or attempt to harvest or collect the email addresses or other contact information of others via the Services without their consent;
v. defame, harass, abuse, threaten or defraud others via the Services;
vi. remove, circumvent, disable, damage or otherwise interfere with the security of the Services;
vii. interfere with or damage operation of the Services or any other’s access to the Services by any means;
viii. access any part of the Services which the User does not have permission or authorization to access or for which RX has revoked access;
ix. access any part of the Services by means of any robot, spider, scraper, crawler or other automated means for any purpose;
x. interfere with or disrupt the Services or any servers or networks connected to the Services, including, but not limited to, taking actions which impose unreasonable or disproportionately large loads on RX’s networks;
xi. access the Services for any illegal purpose, or in violation of any applicable local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy; or
xii. do anything that could disable, damage or change the functioning or appearance of the Services, including the presentation of advertising.
Without limitation of RX’s other rights and remedies hereunder, RX reserves the right to suspend or terminate any individual’s use of the Services at any time in RX’s sole discretion.
Without limitation of RX’s other rights and remedies hereunder, RX reserves the right to suspend or terminate any individual’s use of the Services at any time in RX’s sole discretion.
5.3. Sole Responsibility. User shall be solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims, damages or liability arising from or in connection with User’s distribution or dissemination of any portion or content of the Services and agrees to hold harmless and indemnify RX with respect thereto.
5.4. Technical Requirements. User acknowledges and agrees that all features and content of the Services are subject to availability of a suitable or adequate internet connection, valid email account, computer equipment, and sufficiently available bandwidth at the time of User’s attempted use or access. User shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Services. User shall hold RX harmless from any failure or inability to access the Services resulting from User’s failure to procure any such necessary equipment or services.
5.5. Publication Holidays. User acknowledges and agrees that RX may, in its sole discretion, opt to not publish or otherwise make available the Services, either in whole or in part, on any United States holiday. RX may, in its sole discretion, determine to change, add, or remove publication holidays hereunder.
5.6. Downtime; Service Outages or Unavailability. User agrees and acknowledges that the Services may be interrupted or unavailable during Downtime (as defined below). RX shall use commercially reasonable efforts to restore Services after any interruption caused by Downtime. RX shall not be liable for, and User agrees to hold RX harmless from, any service interruption or unavailability of the Services as a result of Downtime, events beyond the reasonable control of RX (including any Force Majeure Event), anticipated or scheduled maintenance of the Services or website, the publication holidays identified in Section 5.5 above or otherwise. Without limiting the foregoing, RX shall not be responsible for (i) delivering or otherwise providing access to any Services that were published during Downtime or otherwise retroactively restoring, or reimbursing User for, any content published during such Downtime (whether or not such content is subsequently available on the Services after such Downtime) or (ii) any interruption to the Services caused by User or User’s service provider(s) or other vendor(s) providing services to User, for which User assumes all liability and responsibility. For purposes of these Terms and Conditions, “Downtime” shall mean a malfunction in a core component of the Services, the loss of a material function of the Services, or any other action that prevents User’s access to or use of the Services, which malfunction or loss was caused solely by a failure of the Services or RX’s computer or server equipment controlling the same.
5.7. Age Restrictions. The website and the Services are neither directed at nor intended for use by minors under the age of thirteen (13). RX does not knowingly collect personal information from individuals under the age of thirteen (13), and if RX becomes aware that it has inadvertently done so, RX will promptly delete such personal information. All minors are hereby instructed not to access, or use in any way, the website and the Services unless done so with the express consent of these Terms and Conditions by their parent or legal guardian.
6. REGISTRATION, SECURITY, AND PRIVACY.
6.1. As part of the registration process, the User will be required to provide RX with certain registration information, all of which must be accurate and updated, and which may include, without limitation, an authorized contact person’s name; address; phone number; e-mail address; etc. At all times, RX reserves the right to require the creation of login credentials in order to access the Services and the right to require payment in order to access certain portions of the Services, regardless of whether payment was previously required for such portions of the Services. Each registration is for a single user only and Users may not share login credentials or give login credentials to anyone else. RX may cancel or suspend access to the Services if a User shares their login credentials. Users may not (i) use the login credentials of another person with the intent to impersonate that person; (ii) use login credentials in which another person has rights without such person’s authorization; or (iii) use login credentials that RX, in its sole discretion, deem offensive.
6.3. User hereby agrees to maintain as confidential and not disclose any username or password to any person not within the scope of User’s subscription for Services, subject to the terms of these Terms and Conditions and as indicated on User’s Subscription Form. RX may change User’s password at any time, provided that RX shall provide User with written notice of such change prior to, or as soon as reasonably practicable after, such change.
6.4. User agrees and acknowledges that under certain circumstances, RX may store User’s IP address(es) or other information transmitted by User’s computer(s) or network as are reasonably necessary for RX to identify User and provide access to Services.
6.5. User assumes full and total responsibility for all usage or activity on User’s account, including use of User’s account by any third party, whether or not authorized by User, and agrees to indemnify and hold RX harmless from any claims arising from or as a result of such usage. User shall immediately notify RX of any known or suspected unauthorized use of User’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of User’s account information and agrees to fully cooperate with RX in good faith and as reasonably required to remedy such security breach. Failure to comply with the foregoing shall constitute a breach of these Terms and Conditions.
7. REPRESENTATIONS AND WARRANTIES.
7.1. User agrees that it shall take any other means reasonably necessary to ensure compliance with these Terms and Conditions by any and all employees or Authorized Users of the Services.
7.2. CLIENT AGREES THAT THE USE OF AND ACCESS TO THE SERVICES IS STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND RX SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THIS WEBSITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SERVICES. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY RX. RX MAKES EVERY REASONABLE EFFORT TO ASSURE THAT ALL INFORMATION PUBLISHED BY IT IS CORRECT; HOWEVER, RX DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SERVICES. AS A SUBSCRIBER, CLIENT ASSUMES THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SERVICES. CLIENT AGREES TO INDEPENDENTLY VERIFY ANY INFORMATION IT INTENDS TO RELY UPON, AND, IF REASONABLY NECESSARY, CLIENT SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, THIS IS A COMPREHENSIVE LIMITATION OF LIABILTIY AND IN NO EVENT SHALL RX AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS (THE “RX PARTIES”) BE LIABLE, JOINTLY OR SEVERALLY, TO CLIENT OR ANY OTHER PERSON AS A RESULT OF CLIENT’S ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE RX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE RX PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL RX BE LIABLE FOR ANY CLAIM, LOSS, COST, EXPENSE, OR DAMAGE WHATSOEVER TO CLIENT OR ANY THIRD PARTY IN AN AMOUNT EXCEEDING THE SUM OF THE SUBSCRIPTION FEES ACTUALLY PAID UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH RX IS NOTIFIED OF SUCH CLAIM IN WRITING.
7.3. Indemnification. User agrees to indemnify, defend, and hold harmless RX and its officers, directors, employees, affiliates, agents, licensors and suppliers from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising or resulting from: (i) the use of or reliance on any information, material, or content of the Services by User or any third party to whom User has provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not RX was aware or should have been aware of any such errors or omissions; (ii) User’s violation or breach of these Terms and Conditions; (iii) User’s negligent acts or omissions or willful misconduct; or (iv) any allegation that User’s use of or access to the Services infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary rights of any third party. User’s duty to indemnify, defend and hold harmless RX under these Terms and Conditions shall survive the termination, cancellation, or expiration of the term set forth in the Subscription Form.
8.1. No Professional Advice. None of the Services provided by RX are, nor are intended to be, legal, accounting or other professional advice or a substitute for advice of an attorney, accountant or any other professional. User agrees and acknowledges that the content of the Services is intended only as news and general industry information and is not intended to be, and should not be relied upon as, professional advice. RX shall not be liable, and shall be held harmless, for any errors or omissions in the Services, and User assumes all risks and liabilities in relying on the Services, contributing to a third party’s reliance on the Services, or inducing a third party to rely upon the Services. All content of the Services should be independently verified by User. If any legal advice, professional advice, or other expert assistance is required, User will obtain the services of a competent, professional person, and will not rely on information provided on the Services as a substitute for such advice or assistance. No professional relationship, including but not limited to an attorney-client relationship, exists or shall be deemed to exist between User (or any Authorized User) and RX.
8.2. Governing Law and Venue. These Terms and Conditions shall be governed by and shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any action or proceeding between User and RX relating to or arising out of these Terms and Conditions or use of the Services shall be commenced and maintained exclusively in the state or federal courts in the State of New York, and User hereby consents to the exclusive jurisdiction and venue of any state or federal court in the State of New York. Except where prohibited, any and all disputes, claims, and causes of action relating to or arising out of these Terms and Conditions or use of the Services shall be resolved individually, without resort to any form of class action and any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys’ fees and in no event any indirect, punitive, incidental, special, consequential, or other damages, including without limitation lost profits may be awarded.
8.3. Waiver of Jury Trial. THE PARTIES HERETO, ON BEHALF OF THEMSELVES AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AGREE THAT ANY SUIT, ACTION, DISPUTE OR PROCEEDING, WHETHER BY CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY OR AGAINST ANY PARTY HERETO OR ANY HEIR, EXECUTOR, ADMINISTRATOR, SUCCESSOR OR ASSIGN OF ANY PARTY HERETO, ARISING OUT OF, CONCERNING OR IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR THE USE OF THE SERVICES, OR ANY FACTS OR CIRCUMSTANCES IN WHICH THESE TERMS AND CONDITIONS OR SERVICES IS INVOLVED IN ANY WAY, SHALL BE TRIED WITHOUT A JURY. EACH PARTY HEREBY KNOWINGLY, EXPRESSLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH SUIT, ACTION, DISPUTE OR PROCEEDING, TO THE FULLEST EXTENT PERMITTED BY LAW.
8.4. No Third Party Beneficiaries. These Terms and Conditions shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
8.5. No Assignment. Neither party may assign these Terms and Conditions, in whole or in part, without the other party’s prior written consent; provided, however, that either party may assign these Terms and Conditions to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. Any assignment in violation of this section is null and void, ab initio.
8.6. Severability. If any provision of these Terms and Conditions is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then all remaining provisions of these Terms and Conditions shall remain in full force and effect unless otherwise agreed to in writing by the Parties.
8.7. Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by RX in exercising any right, power, or privilege under these Terms and Conditions or any of the documents referred to in these Terms and Conditions will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.
8.8. Headings. Headings or titles to sections or subsections in these Terms and Conditions are for convenience of reference only and shall not affect the meaning or interpretation of these Terms and Conditions or any part hereof.
8.9. Compliance with Laws. User shall ensure that any activities undertaken by User (or by any Authorized User) pursuant to these Terms and Conditions and any use of or access to the Services shall comply with all laws, rules, and regulations of the United States and other applicable jurisdictions, as such may be amended and in effect from time to time. Without limiting the foregoing, User recognizes the global nature of the Internet, and further agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, User agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which User may reside or access the Services.
8.10. Notices. Subject to Section 8.11, all notices, consents, communications, and transmittals under these Terms and Conditions shall be in writing and shall be deemed received on the day of delivery if delivered by hand, by nationally recognized overnight courier or delivery service, or by facsimile (with written confirmation of the completed transmittal); or within three (3) business days if mailed by United States mail as certified or registered mail with return receipt, postage prepaid, addressed to the party to whom such notice is given at the address of such party stated in the Subscription Form. Any notices to RX should be sent to ContractNotices@reedexpo.com.
8.11. Consent to Communication. The User agrees that RX reserves the right to send electronic or paper mail to the User for the purpose of informing the User of changes or additions to the Services or these Terms and Conditions. The User further agrees that from time to time RX may contact the User via electronic or paper mail for the purpose of soliciting feedback or participation in user surveys relating to the Services.
8.12. Force Majeure. Except for any payment obligations, neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, explosion, fire, flood, unusually severe or abnormal weather, embargo, catastrophe, sabotage, utility or transmission failures, strikes, lockouts or other labor difficulties, governmental actions, prohibitions or regulations, voluntary or involuntary compliance with any law or request of any governmental authority, national emergencies, insurrections, riots, wars or other civil disturbances, acts of terrorism, viruses or network outages, which did not result from the acts or omissions of such Party, its employees or agents (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.
8.13. Entire Agreement. These Terms and Conditions, together with User’s Subscription Form, if applicable, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. There are no representations, promises, warranties, covenants, or undertakings other than those contained in these Terms and Conditions or the Subscription Form.
Last Revised January 2021