CORESIGHT RESEARCH, INC.
STANDARD MEMBERSHIP TERMS & CONDITIONS

I authorize the a debit from the bank account or credit card of the company (the “Member”) indicated in this web form (the “Web Form”), for the noted amount on today’s date (the “Fee”). By virtue of payment of the Fee and based on the information in the Web Form, Member agrees to the below Standard Membership Terms and Conditions. Each of Coresight Rsearch, Inc. (“Coresight”) and Member is referred to herein as a “Party”, and collectively, the “Parties”. Membership includes access to proprietary content of Coresight (“Content”) developed, licensed, and/or produced by Coresight, independent of this Membership, via the research portal for the number of seats (the “Seats”) indicated on the Web Form (collectively, the (“Membership”). The “Effective Date” is the date on which payment of the Fees are received by Coresight and the “Initial Period” is the one year following the Effective Date.

1. Membership. Each person with a Seat may use the service during the Term for the following purposes (“Intended Purpose”) in connection with the Member’s business and in the following ways:
(a) In the normal course of business, (i) to browse and search the Content and to display the Content on screen; (ii) to make and save digital copies extracted from the Content in any of the formats supported and to access and retrieve such copies, and (iii) to print out copies of the Content and to make photocopies of such print-outs for use in the course of performing his or her duties for the Member.
(b) To create new documents, presentations or other new materials (”New Materials”) which incorporate limited extracts from the Content and to distribute those New Materials to third parties for use by those parties only in the course of their business. This creation and distribution right is subject to three conditions: (i) that any limited extracts are accurately reproduced in the New Material, and any conclusions which appear in the New Material and which are based on or refer to such extracts, are accurate, fair and reasonable; (ii) that New Materials are not used in a way that could be deemed competitive with Coresight or it’s cited research partners or substitutable for its products or services; and (iii), that all materials containing extracts of the Content shall attribute the extracted Content to Coresight in the following form: “Source: Coresight Research” and continue to cite and accredit Coresight’s research partners as represented within the original text.
(c) Except as required to carry out the Intended Purpose, Member has no right to reproduce, sell, or distribute any Content.
2. Limited Warranty; Warranty Disclaimer; Remedies. CORESIGHT MAKES NO WARRANTIES AND ANY WARRANTIES EXPRESSED AND IMPLIED ARE DISCLAIMED. MEMBER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY EXCEPT AS SPECIFICALLY STATED ABOVE. Without limiting the foregoing, all information provided by Coresight is provided “AS IS” and Coresight makes no representation or warranties as to the accuracy, completeness, suitability, performance, fitness for a particular purpose or merchantability relating to any of the Content or with respect to any estimates, projections, forecasts or any other statement relating to Member and/or any particular results or success. Except to the extent of Coresight’s gross negligence or willful misconduct, Coresight shall not have any liability to Member, any of its affiliates or any of their respective officers, directors, employees or agents arising from or relating to the use of any information, documents or materials or any other Content made available to Member.
3. Intellectual Property. As between Member and Coresight, Coresight shall own all intellectual property rights, including copyrights, patents, patent disclosures and inventions, trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all Content that is delivered to Member or prepared by or on behalf of Coresight (collectively, the “Deliverables). Subject to the restrictions set forth herein, Coresight hereby grants Member a license to use all Intellectual Property Rights in the Deliverables on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Member to make reasonable use of the Deliverables solely for the Intended Purpose; provided, that to the extent such license relates to Coresight’s research portal necessary to access Content or otherwise, such license shall be only for the Term, as defined below, and shall automatically expire thereafter.
4. Intended Purpose. Member agrees that it shall not rely on the Deliverables for any purpose other than the Intended Purpose and the Deliverables shall not be changed without the prior written approval of Coresight. If Member releases the Deliverables to a third party without Coresight’s prior written consent, changes the Deliverables, or uses the Deliverables other than for the Intended Purpose: (a) Member does so at its sole risk and discretion; (b) Coresight shall not be liable for any claims or damages arising from or relating to the change or use or connected with the release or any third party’s use of the Deliverables; and (c) Member shall indemnify and hold Coresight, its Affiliates, and each of their officers, directors, employees and agents harmless from all claims, losses or damages related to the release, change, or third-party use.
5. Term and Termination. The term of the Membership shall commence on the Effective Date and shall continue for one year thereafter; provided, that the Membership will automatically renew for successive periods of one year (each a “Renewal Period”) unless, prior to the expiration of the Initial Period or any Renewal Period, as applicable, either Party notifies the other Party of its intent not to renew. The Fee for any applicable Renewal Period will be no more than the annualized amount of the Membership Fee for the Initial Period plus 3%. The Initial Period, together with any applicable Renewal Period, is hereby referred to as the “Term.”
6. Limitation of Liability. IN NO EVENT SHALL CORESIGHT BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CORESIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CORESIGHT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MEMBERSHIP, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CORESIGHT HEREUNDER PURSUANT TO IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Miscellaneous.
a. These Terms & Conditions shall be controlled and governed by the laws of the state of New York, without regard to its conflict of laws provisions and the parties submit to the jurisdiction and venue of the state or federal courts located in New York, NY for any action or proceeding arising out of this Membership. No waiver, or failure by either party at any time to enforce any of its rights hereunder, shall constitute a continuing waiver for any particular breach or a waiver for any subsequent or different breach.
b. Member shall not assign (by change in control or otherwise) this Membership or subcontract any portion of its performance without Coresight’s prior written consent.
c. Coresight shall not be deemed to have breached the Terms & Conditions for any failure or delay in fulfilling or performing to the extent such failure or delay is caused circumstances beyond the reasonable control of Coresight including, but not limited to, acts of God, flood, fire, earthquake, laws, rules, regulations, war, epidemic, labor disputes cyberattacks, or telecommunication or power outages, provided that, if the event continues for ninety (90) days, Member shall be entitled to terminate this Membership.