Membership Registration Agreement Policy

1. Membership Terms
   
   
   1. Conditions. In addition to the terms and conditions of this Agreement, Member’s use of the Site is also governed by the Terms of Service, the Privacy Policy, and the Citation Policy, as well as the information Member provides as part of the registration process (e.g. named user(s), location(s) of use, etc.) (“Registration Data”) all of which are incorporated herein by reference.
      
      
   2. Fees and Payment. Member wishes to purchase one of the following:
      • a single membership (one named user, no other divisions or affiliates);
      • an expanded membership for multiple named users is available in 10 named users and unlimited users.
      Member shall pay the membership fee in full upon completion of the registration process.
      
      
   3. Discounts. Members adding their own data (“Member Data,” defined below in Section 2) to the database contained in the Site, will be eligible to receive a discount (“Discount”). In order to obtain the Discount, Member must complete all required fields with accurate information in a timely manner. All fields must be completed in 60 business days. Technology Benchmark will credit the Discount, if applicable, to Member’s account following Technology Benchmark’s receipt and verification of Member Data. Technology Benchmark reserves the right to change, discontinue or terminate Member’s discount at any time.
      
      
   4. Membership Rights and Obligations. Member’s named user (as provided to Technology Benchmark in the Registration Data) shall be permitted to access and use all portions of the Site, including all services and research performed and provided by Technology Benchmark. Such use shall be subject to the Terms of Service at all times.
      
      In consideration of being permitted to access and use the Site, Member agrees to provide current, complete, and accurate information about themselves and their company (this includes personal data regarding the named user, as well as company information about the Member entity) when and as requested by Technology Benchmark.
      
      If any information provided by Member is incomplete or inaccurate, Technology Benchmark retains the right to terminate Member’s rights to use the Site and such termination shall not affect any rights of Technology Benchmark.
      
      
2. Member Data License
   
   Information provided by Member to Technology Benchmark for inclusion in its database of industry metrics shall be de-identified such that any information is not connected with Member in any way (“Member Data”). Subject to the foregoing requirement of de-identification, upon submission of Member Data to Technology Benchmark, Member grants to Technology Benchmark an irrevocable, non-exclusive, royalty-free, sub-licensable, transferable license and right to:
   1. Edit and reformat the Member Data so that it conforms to the general format and look and feel of the Site, or as part of any custom research program, but not so as to alter the metrics of the Member Data;
   2. Reproduce, communicate, transmit, publicly display, publish, provide access to, and/or distribute the Member Data, on or as part of the Site, whether alone or in combination with other works, including, but not limited to, text, digital images, illustrations, graphics and hypertext links, by means of any technology, whether now known or hereafter developed; and
   3. To permit Other Members to view the Member Data as part of such Other Members’ access and use of the Site pursuant to the Terms of Service.
   
   
3. Ownership
   
   As between the parties, Member will retain all right, title and interest in and to the Member Data except for the licenses expressly granted to Technology Benchmark in this Agreement.
   
   All proprietary rights, including, but not limited to, trade marks, copyrights, patent rights or applications, trade names, service marks, images, technology and content of each party are and will remain the sole property of that party. Technology Benchmark and its licensors are the sole owners of all intellectual property rights contained in the Site. Member and its licensors and/or suppliers are the sole owners of all intellectual property rights contained in Member Data.
   
   
4. Confidentiality
   
   Both parties shall treat as confidential information so designated by the other party (“Confidential Information”) and shall not disclose any such Confidential Information to any third party, or use such Confidential Information itself for purposes other than to perform its obligations under this Agreement. Member Data shall not be Confidential Information for purposes of this Agreement. Other information provided by Member as part of the registration process (e.g. named user(s), location(s) of use, password, credit card information, other usage information) where indicated by Technology Benchmark that it is provided in a secure format (“Member Information”) shall be Confidential Information for purposes of this Agreement. Confidential Information shall not include information (a) that is in or enters the public domain without breach of this Agreement; (b) that is lawfully received from a third party without restriction on disclosure; (c) that was previously known to the receiving party; (d) that was obtained independently without use of the disclosing party’s Confidential Information; and (e) that is required to be disclosed by law, regulation, or government or court order.
   
   
5. Warranties
   
   
   1. Both parties, represent, warrant and covenant that each has the right and authority to enter into this Agreement, to carry out each party’s obligations hereunder, and to grant the rights herein granted; and
   2. Member represents, warrants and covenants that (i) the Member Data does not and will not infringe or violate, the patent rights, copyright rights, trade secret rights, trade mark rights, rights of privacy and publicity, and/or any other intellectual property rights recognized by the law of any applicable jurisdiction (“Intellectual Property Rights”), of any third party, and Technology Benchmark’s exercise of its rights under this Agreement will not constitute an infringement or violation of the Intellectual Property Rights of any third party; (ii) the Member Data does not and will not (A) contain any false or defamatory material, (B) contain any viruses, trap doors, hidden sequences, hot keys, or time bombs, or (C) violate any applicable law or regulation; and, (iii) Member has sufficient rights to the Member Data to grant Technology Benchmark the rights set forth in this Agreement.
   
   
6. Indemnity
   
   Member will defend, indemnify and hold Technology Benchmark, its officers, directors, agents and employees, harmless from and against any and all claims, lawsuits, liabilities, costs, expenses, losses, causes of action, demands, or debts, including attorneys’ fees, resulting from, arising out of, or alleging (a) facts that would constitute a breach of any warranties, representations, or obligations contained in this Agreement, including, but not limited to, any allegation that the Member Data when used and published by Technology Benchmark as permitted hereunder, infringes any Intellectual Property Rights of any third party and/or (b) that the Member Data was inaccurate or is alleged to have been inaccurate.
   
   
7. Limitation of Liability
   
   IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT SUCH PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
   
   
8. Term and Termination
   
   
   1. Term. The term of this Agreement shall be 12 months, commencing on the date on which Member completes the registration process and executes this Agreement and ending on the date which is 12 months later (the “Initial Term”). The Agreement will automatically renew for successive one-year terms (each, a “Subsequent Term,” and together with the Initial Term, the “Term”) unless either party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-current Term.
   2. Termination. Notwithstanding the foregoing, either party may terminate the Agreement (i) if the other party is in material breach of the terms and conditions of this Agreement and the breaching party fails to remedy such breach within thirty (30) days of written notice; (ii) if the other party makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or for reorganization under the bankruptcy laws or if a petition is filed against it, or if a receiver or trustee is appointed for such other part; or (iii) either party may terminate this Agreement for any reason if such party provides sixty (60) days written notice to the other party stating such party’s intent to terminate this Agreement. If Member terminates this Agreement, with or without Cause (defined below), or if Technology Benchmark terminates without Cause, Member shall be entitled to a pro-rata refund of any fees paid for the then-current Term. For purposes of this Agreement, “Cause” shall mean a termination pursuant to either (i) or (ii) but not (iii) in this Section.
   3. Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 will survive any termination of this Agreement.
   
   
9. Notices
   
   All notices and other communications shall be made in writing via overnight courier or first class mail, postage pre-paid, return receipt, to each party at the address set forth in the first paragraph of this Agreement, or to such address as each party may specify with notice to the other party in writing from time-to-time.
   
   
10. General Provisions
    
    Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld. Any assignee or transferee shall be bound to the terms and conditions of this Agreement. Any assignment or transfer in violation of this provision shall be deemed null and void.
    
    This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law principles. Any disputes under this Agreement shall be subject to the sole jurisdiction of the state or federal courts located in the county of San Diego, California, and the parties hereby consent to the personal jurisdiction and venue therein.
    
    The parties are independent contractors, and nothing in this Agreement will be construed to create a joint venture, partnership, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way.
    
    Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications or network failures, power shortage or failure, acts of war, riot, government interference, strikes and/or walk-outs.
    
    This Agreement will be binding on and for the benefit of the parties and their respective successors and permitted assigns. This Agreement, together with all Exhibits hereto, sets forth the entire agreement between the parties in connection with the subject matter hereof and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such matter.
    
    No modification, amendment, supplement to or waiver of any provision of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties. A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.
    
    If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.