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TERMS OF USE OF NAED ECONOMIC & INDUSTRY SECTOR OUTLOOK

 

Last Modified: December 14, 2020

Acceptance of the Terms of Use

The following terms and conditions of these Terms of Use (“Terms of Use”), together with any subscription agreement and any other document(s) they incorporate by reference (collectively, the “Order Form, govern your access to and use of the content and functionality of the NAED Economic & Industry Sector Outlook (“Outlook”) offered by NAED Education & Research Foundation, Inc. (“NERF” or “NAED”). NAED Education & Research Foundation, Inc. is sometimes referred to herein as “we” or “us”.

Please read the Terms of Use carefully before you start to use the Outlook. By using the Outlook or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, both individually and on behalf of any entity with which you share any content. If you do not want to agree to these Terms of Use, you must not access or use the Outlook.

This Outlook is offered and available to users who are 18 years of age or older. By using the Outlook, you represent and warrant that you are of legal age to form a binding contract with NAED, have the full right, power and authority to enter into these Terms of Use and to perform your obligations hereunder and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Outlook.

 

Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them or make them otherwise available to you and apply to all access to and use of the Outlook thereafter.

Your continued use of the Outlook following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.

 

Accessing the Outlook

We reserve the right to withdraw or amend the Outlook, and any service or material we provide through the Outlook, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Outlook is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Outlook, or all of the Outlook, to users.

 

You are responsible for: (a) Making all arrangements necessary for you to have access to the Outlook, and (b) Ensuring that all persons who access the Outlook through your internet connection are aware of these Terms of Use and comply with them.

 

To access the Outlook or some of the resources it offers, you may be asked to provide certain registration details or other information. You represent and warrant and agree that it is a condition of your use of the Outlook, that all the information and data (“Data”) you provide to NAED in connection with the Outlook is correct, current, and complete.

 

Allowed Uses
Subject to receipt of payment of the applicable fees and on-going compliance with the Terms of Use, you are granted a limited, non-exclusive, non-sublicensable, non-transferable right and license during the term to the reports generated by the Outlook (singularly a “Report”, and collectively the “Reports”), solely for your internal business purposes.

You may download a copy of any Report, using the designated features of the Outlook, to your systems and, unless a subscriber agreement sets a limitation on the number of copies, you may make copies for internal use as reasonably necessary, provided that the Reports and any part thereof may not be posted on an intranet or website for general access or viewing, or allowed to be accessed from systems external to your company. All copies created or saved must legibly bear all proprietary rights legends contained in the Reports as well as the cover page noting the Report name and source.

You may use discrete data values extracted from the Reports and portions of single tables from the Reports for inclusion in internal company reports and analyses by you provided that proper attribution is provided in such materials to NAED, and to the particular source Report of the data or table (a “Data Source”). A sample attribution format is as follows:

 

 “[Data/Table] obtained from [Report title and date as appearing on the cover] licensed by NAED. Reuse is prohibited without permission. All rights reserved.”

 

In some instances, additional attribution to the Data Source may be required and NAED will advise you accordingly. Source attribution shall include the name and number of the table or section where the data value originates and shall be given in proximity to where the data value or table excerpts are used and in any listing of sources or bibliography in the document. If you desire to use Report data or tables in industry or scholarly presentations, such usage must comply with the terms and restrictions of these Terms of Use and only isolated data values and small parts of tables may be used or referenced, and attribution of the data will be required as noted above. If you intend to use data from the Reports or tables in the Reports for submission to a state or federal regulatory agency for a rule-making process or any other purpose, you are required to (i) disclose to NAED the data to be submitted to the regulatory agency and (ii) the purpose for which such information will be submitted, and it must obtain authorization from NAED prior to such use. Use of any data or tables other than as expressly permitted above requires prior written clearance from NAED.

You may not make any representations or warranties to any third party (including governmental entities) on behalf of NAED. Any permitted re-use of data and tables must not change the meaning or connotation such data or table had in the original Report and must not in effect re-use or reprint any substantial part of the Report or a table.

Except as expressly permitted in these Terms of Use, you agree not to publish, share outside of your company, or sublicense, sell, re-sell, lease, transfer, time share, or distribute to others the Reports or any part thereof, without the prior written consent of NAED. You may not (i) access or use the Outlook or Reports to provide a service for a third party; (ii) disclose or provide access to the Outlook or Reports to anyone for the purpose of developing or offering products or services that are similar to or compete with those of NAED; (iii) store or extract data from the Outlook or Reports for purposes of creating databases that are made commercially available to others; (iv) create derivative works of the Outlook or Reports; (v) copy any feature or aspect of the Outlook or Reports; (vi) access or use the Outlook or Reports for a purpose other than internal business purposes; (vii) use the Outlook or Reports in a way that (a) violates or infringes upon, or otherwise misappropriates, the rights of a third party, including those pertaining to contract, intellectual property, privacy or publicity, or (b) effects or facilitates the transmission of libelous, tortious or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; (viii) interferes with or disrupts the integrity, operation or performance of the Outlook or interferes with the use or enjoyment of it by others by, among other things, using it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents or other programs or circumvent or disclose the security of the Outlook or any host, network, or account related thereto or use any aspect of the Outlook other than those specifically identified or probe, scan, or test the vulnerability of any system of network; or (ix) permit any third party to do any of the foregoing. You agree to ensure that any affiliates, employees and contractors who have access to the Outlook or Reports comply with the provisions of these Terms of Use and will promptly notify NAED of any unauthorized access or use of the Outlook or Reports.

Except for the rights and licenses expressly granted hereunder, no other license is granted and all rights in the Outlook are reserved by NAED.

 

General Prohibited Uses
You may use the Outlook and Reports only for lawful purposes and in accordance with the allowed uses described in these Terms of Use. In addition to the other restrictions contained herein, you agree not to use the Outlook or any Reports:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate NAED, a NAED employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Outlook, or which, as determined by us, may harm NAED or users of the Outlook or expose them to liability.
  • To obtain information other than for your own business’s Sharing any information obtained from the Outlook with any third party is strictly prohibited.
Additionally, you agree not to:
  • Use the Outlook in any manner that could disable, overburden, damage, or impair the Outlook or interfere with any other party's use of the Outlook, including their ability to engage in real time activities through the Outlook.
  • Use any robot, spider or other automatic device, process or means to access the Outlook for any purpose, including monitoring or copying any of the material on the Outlook.
  • Use any manual process to monitor or copy any of the material on the Outlook or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Outlook.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Outlook, the server on which the Outlook is stored, or any server, computer or database connected to the Outlook.
  • Attack the Outlook via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Outlook.

 

Monitoring and Enforcement; Termination
We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Outlook.
  • Terminate or suspend your access to all or part of the Outlook for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Outlook. YOU WAIVE AND HOLD HARMLESS NAED AND EACH OF THEIR AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all use of the Outlook, and cannot ensure use of the Outlook in accordance with all applicable laws. Accordingly, we assume no liability for any action or inaction regarding transmissions or use of the Outlook by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

Reliance on Information Posted
The information presented on or through the Outlook is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Outlook, or by anyone who may be informed of any of its contents.

The Outlook includes content provided by third parties, including materials provided by other users, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, are solely the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 

Proprietary Rights; Confidentiality
The parties agree that the Reports are the copyrighted works of NAED, and copies are used under license, not sold. This is not a work for hire agreement, and NAED is and will remain the sole and exclusive owner of the Outlook, Reports, the aggregated data contained therein (subject to any rights of the suppliers of any unaggregated data with respect to the unaggregated data), and all aspects of the Outlook and the methodologies, processes, know-how and techniques used in connection therewith, including all copyrights and other intellectual property rights in any of the foregoing. NAED reserve the right to re-use for any purpose any and all data and Reports provided to you hereunder.

You agree that the Outlook and Reports (and the data values contained therein) are confidential information of NAED and the suppliers of unaggregated data, as applicable. Except for the permitted limited use described herein, you agree to treat the Outlook and the Reports with confidentiality, and not to disclose them to any third parties, or use them for a purpose not expressly permitted in these Terms of Use. To the extent that you have contracted with third parties for work that requires the third party to have access to any part of the Outlook, Reports or data, you will ensure that the third party contractor is bound to reasonable confidentiality and non-disclosure obligations with respect thereto, and that they agree not to use them for any purpose not related to the your work and not to disclose them to any third party. In the event you or an affiliate is compelled by law to provide any Report or data contained therein to an agency, court or a third party, you agree to immediately notify NAED, and permit NAED to seek a protective order or confidentiality treatment and, if desirable in NAED’s discretion, to agree to provide the data directly to the third party. The confidentiality and non-disclosure obligations shall expire three (3) years after expiration of these Terms of Use.

 

Changes to the Outlook
We may update the content on the Outlook from time to time, but its content is not necessarily complete or up-to-date. Any of the material available through the Outlook may be out of date at any given time, and we are under no obligation to update such material.

 

Links from the Outlook
If the Outlook contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to as part of the Outlook, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

Geographic Restrictions
We make no claims that the Outlook or any of their content is accessible or appropriate outside of the United States. Access to the Outlook may not be legal by certain persons or in certain countries. If you access the Outlook from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Outlook will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE OUTLOOK OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE OUTLOOK OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE OUTLOOK, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE OUTLOOK IS AT YOUR OWN RISK. THE OUTLOOK, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE OUTLOOK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NAED OR ANY PERSON ASSOCIATED WITH NAED OR ANY OF THEIR AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE OUTLOOK. WITHOUT LIMITING THE FOREGOING, NEITHER NAED OR ANYONE ASSOCIATED WITH NAED OR ITS AFFILIATES REPRESENTS OR WARRANTS THAT THE OUTLOOK, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE OUTLOOK WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR OUTLOOK OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE OUTLOOK OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE OUTLOOK WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation on Liability
IN NO EVENT WILL NAED, THEIR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE OUTLOOK, ANY WEBSITES LINKED TO IT, ANY CONTENT ON NAED OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH NAED OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Indemnification
You agree to defend, indemnify and hold harmless NAED, their affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Outlook, including, but not limited to, any use of the Outlook’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Outlook.

 

Governing Law and Jurisdiction
All matters relating to the Outlook and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Outlook shall be instituted exclusively in the federal courts of the United States located in the City of St. Louis or the courts of the State of Missouri located in the County of St. Louis although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

Waiver and Severability
No waiver by NAED of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NAED to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

Entire Agreement
The Terms of Use and any subscriber agreement constitute the sole and entire agreement between you and NAED with respect to the Outlook and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Outlook. In the event of a conflict between the terms and provisions of the Terms of Use and any subscriber agreement, the following order of precedence shall govern: (a) first, the Terms of Use; and (b) second, the subscriber agreement.