Financial Advisor IQ ThinkTank Terms and Conditions for Publishers
1. By accessing and using the Financial Adviser IQ ThinkTank Publisher Portal (the “ Portal ”) you are agreeing to these terms and conditions (“ Agreement ”). If you do not agree with this Agreement you should not use the Portal.
2. PLEASE READ THIS LEGALLY BINDING AGREEMENT CAREFULLY. WE RECOMMEND THAT YOU PRINT, STORE OR SAVE A COPY OF IT FOR YOUR RECORDS. It sets out the terms under which you, your users and company or organization (“ you ”) may:
(a) submit any content, including any research reports, white papers, analysis, studies, video, webcasts and similar media (“ Content ”) to Money Media Inc. (“ us ”) for publication on the Financial Adviser IQ ThinkTank website (“ ThinkTank ”);(
(b) receive certain statistics and user data if you pay for premium access to ThinkTank (“ Premium Access ”); and
(c) make certain Content available on ThinkTank to users for them to claim accreditation for the time spent reading that article from such accreditation bodies as ThinkTank makes available on the platform from time to time (“ ThinkTank Continuing Education Credit ”).
3. If you are accepting on behalf of your employer or another entity you warrant and represent that: (i) you have full legal authority to bind your employer or the applicable entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree on behalf of the party that you represent to this Agreement.
5. Submitting Content to ThinkTank
(a) When submitting Content to ThinkTank, you warrant and represent that:
(i) You have created the Content, or have permission
from, or are authorized by, the owner of all parts of the Content to submit
it for publication and use on ThinkTank in accordance
with the terms set out in this Agreement;
(ii) The Content is not obscene, threatening, harassing, libelous, deceptive, fraudulent or invasive of another's privacy, offensive, defamatory of any person or otherwise illegal;
(iii) The Content is truthful and accurate;
(iv) The Content does not infringe any patent, trademark, trade secret, copyright, moral right or other intellectual or proprietary or privacy right of any party or individual;
(v)You have not assigned the Content to any third party;
(vi) You have obtained all permissions and consents for the use of any information or the mention of any persons included in the Content as may be required
(vii) The Content does not contain software viruses, files or code designed to interrupt, destroy or limit the functionality of our websites or any computer software or equipment.
(b) You agree that:
(i) You will immediately notify us if you become
aware of any legal issue arising from the publication of the Content, and
if requested, assist us in any resulting legal or regulatory action (including,
but not limited to, retaining relevant notes, records and any other materials);
(ii) If you wish to remove Content from ThinkTank which has not been Accredited, you will have the option to do this through the Portal. If you are unable to remove the Content, you must contact firstname.lastname@example.org , and we will then use reasonable efforts to remove the relevant Content from ThinkTank within ten business days;
(iii) You will not be permitted to remove any Content from ThinkTank once it has been Accredited;
(iv) We are not obliged to publish any submitted Content, or to accept future contributions of any Content and we may delete Content in its sole discretion; and
(v) We are authorized to make editorial changes to the material to make it suitable for publication and accreditation through ThinkTank Continuing Education Credit.
(c) You, or the owner of the Content, will retain ownership of the copyright so you remain free to re-use it as you wish, but by submitting it to us, you are granting ThinkTank a right (but not an obligation) unlimited in time to publish, reuse, archive, modify, delete, license or commercially exploit the Content in whole or in part as we see fit, whether on the ThinkTank websites or otherwise, without any requirement to pay you for this. This means that you grant us a worldwide, non-exclusive, irrevocable, royalty-free license to use any Content in whole or in part in any manner and for any purpose whatsoever and without further obligation to you. The consideration provided by us (which may include the review of your Content for ThinkTank Continuing Education Credit, and providing User Data (as defined below) for Premium Access), is by itself full, fair and sufficient for the rights granted in this Agreement. You also permit our users to download, access, store, copy, archive, distribute and reproduce the Content for that user’s research, current awareness and normal business purposes.
6. Premium Access:
(a) If you purchase Premium Access, you must provide complete and accurate payment information. An invoice, which you must pay in accordance with its terms, will be generated at the point of sale. If we do not receive timely payment or payment authorization or any authorization is subsequently cancelled or refused, we may immediately terminate or suspend your access to ThinkTank.
(b) The Premium Access subscription price is set out in the Contract Acceptance
page where provided or quoted to you by ThinkTank’s sales team by written
correspondence. The subscription price does not include taxes. When required
by law, applicable taxes will be included on the invoice.
ThinkTank’s Premium Access subscription automatically expires at the end of the subscription period unless expressly renewed.
(c) You may cancel your Premium Access subscription to ThinkTank at any time, but you will not be entitled to any refunds.
(d) If you acquire an entity which has an existing agreement with us for ThinkTank (“Acquired Company License”), the fee payable under the Acquired Company License will be added to the subscription fee payable under this Agreement. In the event, you acquire an entity that does not have an existing agreement with us for ThinkTank, we reserve the right to revise the fee payable under this Agreement before granting access to the users from the acquired company.
(e) If you choose to purchase Premium Access, you will receive certain aggregated statistics on the overall traffic to your Content. Additionally, you may indicate in the ThinkTank Publisher Portal that for an item of Content, a user will be asked whether they wish to share their name and company (“ User Data ”) with you before the user can see that item of Content on ThinkTank. The User Data shared with you may therefore contain personal data and/or personally identifiable information. We are not responsible for the accuracy or completeness of the User Data, and we assume no responsibility or liability to you arising from your collection or use of the User Data.
(f) You agree to:
(i) Comply with all obligations imposed upon you
in relation to the User Data by any applicable data protection laws, and
you will not cause us to be in breach of any such obligations;
(ii) Only use User Data for internal analytical and one-time marketing purposes (in compliance with all applicable laws and good practice), and not for any other purposes unless you obtain the consent of the user;
(iii) Not disclose the User Data to any third party; and
(iv) Maintain appropriate technical and organizational measures to prevent the accidental, unauthorized or unlawful processing, destruction, loss, damage or disclosure of the User Data.
7. ThinkTank Continuing Education Credit
(a) If you choose to accredit any of your Content for ThinkTank Continuing
Education Credit, once submitted, you may not modify the Content. ThinkTank
makes no representations on how long it will take for your Content to become accredited and approved for Users. ThinkTank reserves the right without your permission to (a) modify the Content’s continuing education topic category; and (b) modify the format of the Content. All accredited Content expires after one year and may either be resubmitted for accreditation by you, or selected for reaccreditation in ThinkTank’s sole discretion. ThinkTank may remove accreditation from your Content at any time, for any reason or no reason at all, and without notice to you. ThinkTank in its sole discretion may accredit your Content without your permission.
8. Exclusions, Limitations of Liability and Indemnities
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL LIABILITY FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THINKTANK, ANY CONTENT, AGGREGATED STATISTICS OR USER DATA. WITHOUT LIMITING THE FOREGOING, WE EXCLUDE ALL LIABILITY FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR FORESEEN. THE LIABILITY EXCLUSIONS IN THIS SECTION APPLY FOR THE BENEFIT OF US, OUR AFFILIATES AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS.
(b) Without limiting the above, we are not liable for matters beyond our reasonable control. We do not control postal or courier services, telephones, third party communications networks (including Internet Service Providers), the Internet, acts of God or the acts of third parties.
(c) You will indemnify us, our affiliates and their respective officers, directors, employees, agents, successors and assigns from and against all claims, suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and settlement costs) arising out of or in connection with the Content you supply to us or any material breach of this Agreement, including without limitation in relation to any claims brought by users or the Certified Financial Planner Board of Standards Inc., or any other governing body, entity or organization issuing credit.
(a) We may suspend or terminate your access to ThinkTank or a user account if you or a user breach the terms of this Agreement, with or without notice, and without further obligation to you. You shall no longer be entitled to use ThinkTank when your subscription is terminated or suspended or when it expires.
(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to any conflict or choice of law principles and you and ThinkTank irrevocably agree that the federal and state courts located in the city of New York, New York shall have the exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Agreement.
(c) This Agreement does not confer on you any exclusive rights. We reserve the sole right to change any terms of this Agreement from time to time. Any changes will become effective as soon as we notify you of the changes (“Change Notification”). Your continued use of ThinkTank after the Change Notification confirms your acceptance of the new terms.
(d) This Agreement constitutes the entire agreement between you and us as to the subject matter hereof and supersedes all previous agreements, communications, representations and arrangements unless expressly agreed to otherwise by the parties in writing.
(e) You may not assign, sublicense or otherwise transfer any of your rights under this Agreement.
(f) If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
(g) Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.
(h) Nothing in this Agreement will be deemed to create a partnership, agency, or joint venture between the parties.
(i) The Financial Adviser IQ ThinkTank is provided by Money Media Inc., a New York corporation, with its principal offices at 330 Hudson Street, New York, New York 10013.
(j) Any notice or consent required to be given hereunder shall be made in writing and shall be delivered by hand, recorded delivery or sent by first class post to the other party and shall be deemed to have been received (if delivered by hand or recorded delivery) at the time of the delivery (as evidenced by signature) or (if sent by first class post) 48 hours after posting. Any such communication made by us shall be sent to your address provided to Money Media for invoicing purposes. Any such communication made by you to Money Media shall be sent to the above address, and with a copy to General Counsel, Money Media, Number One Southwark Bridge, London SE1 9UL, United Kingdom.
September 25, 2017