The Subscription Terms and Conditions (“Terms and Conditions”), together with any other document referenced (whether by means of a hyperlink or otherwise) in these Terms and conditions, govern the use, licensing and/or purchase of National Surveillance and Intelligence and Praesidium Corp Group of Companies Products and Services (“Products”)(as defined below) through https://nsi-globalcounterintelligence.com or any related website provided or maintained by National Surveillance and Intelligence, Praesidium Corp Group of Companies, or its affiliates and subsidiaries (collectively, “NSI,” “PC”, “we,” “us” or “our”), by any individual, entity or institution (“Customer,” “you” or “your”).
You may order NSI or PC Products by means of an online form or a separate written agreement executed between you and NSI or PC that sets forth the pricing and other terms for one or more NSI or PC Products (in each case, a “Subscription Form”). Customers must be at least 18 years of age.
General Terms and Definitions.
1.1. Customer may not assign or transfer its rights under these Terms and conditions or any Subscription Form unless otherwise agreed in writing by NSI.
1.2. These Terms and conditions and each Subscription Form will be governed by and construed in accordance with the Laws of New South Wales, Australia, without regard to its conflicts of law provisions. Any legal action arising under or relating to these Terms and conditions or any Subscription Form will be heard exclusively in the Federal or state courts in Sydney, New South Wales, Australia, and each of NSI and the applicable Customer consents to the personal jurisdiction of such courts.
1.3. If any provision of these Terms and conditions or a Subscription Form is held to be invalid under applicable law, the remaining provisions will continue in full force and effect.
1.4. These Terms and conditions and each Subscription Form can only be changed by an agreement in writing signed by NSI and the applicable Customer. Each Subscription Form may be executed in counterparts.
1.5. NSI and the applicable Customer each will, in connection with the provision or use of the NSI Products (as appropriate), comply with all applicable Laws.
1.6. Each of NSI and the applicable Customer was given the opportunity to consult with counsel of its choice regarding these Terms and conditions and each Subscription Form.
1.7. Each of NSI and the applicable Customer will retain in confidence all information and trade secrets received from the other under any Subscription Form or these Terms and conditions that have been designated as proprietary and/or confidential, or by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use or disclosure of such information or trade secrets except under the applicable Subscription Form(s) and these Terms and conditions. However, if NSI and Customer have executed a confidentiality or nondisclosure agreement in connection with the NSI Products, the terms of such agreement will govern the parties’ confidentiality obligations under these Terms and conditions and the Subscription Form(s).
1.8. Except as otherwise expressly set forth in these Terms and conditions and the Subscription Form(s) executed by Customer and NSI, these Terms and conditions and such Subscription Form(s) constitute the entire agreement between Customer and NSI regarding the NSI Products. In no case will any pre printed terms on any Customer Subscription Form, purchase order or similar document have any effect as between NSI and the applicable Customer.
1.9. “Customer Data” means any data that is provided by Customer to NSI (including through the NSI Subscription and Subscription Form) or accessed, stored or processed by NSI on behalf of Customer pursuant to this Agreement, including any Personal Information.
1.10. “Laws” means all Federal, national, state, territorial, local and other laws, rules, orders, statutes and regulations of governmental authorities having jurisdiction over the parties, the NSI Products, the Subscription Form(s) and these Terms and Conditions.
1.11. “Personal Information” means any information that: (a) can be used to identify, contact or locate a specific individual ; (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or processor serial number ; or (c) is defined as “personal information” by applicable law relating to the collection, use, storage and/or disclosure of information about an identifiable individual.
1.12. “NSI Products” means, in any form or medium, (a) reports, briefings, risk ratings, rankings, threat or other matrices, forecasts, spreadsheets, graphics, tables, charts, data, compilations of data, assessment tools, content, tools, web pages, e-mails, text messages, mobile apps, RSS feeds, bulk data downloads, widgets, images, text, illustrations, logos, webcasts, audio and video files, and all other NSI and PC proprietary content, software, information and materials, including any application programming interface that supports the interoperation of Customer’s intranet or software applications with NSI’s website(s) and/or content ; (b) discussion, chat or similar Global Intelligence Blogs provided or made available by NSI (“Global Intelligence Global Intelligence Blog”), and (c) NSI’s intelligence and analytical methodologies. Customer’s access to and use of certain NSI Products (including reports available through the GLOBALINTEL®) may be subject to additional terms and conditions as disclosed to Customer in connection with accessing such NSI Products.
1.13. As used in these Terms and conditions, “including” and its derivatives mean “including without limitation.”
1.14. NSI may deliver invoices, statements, and other account materials by email to Customer’s primary point of contact as designated in the applicable Subscription Form(s).
1.15. Customers may contact our Global Intelligence Division regarding any issues or concerns related to NSI Products (including billing questions) by calling 1300 000 674 within Australia or +61 2 9891 4581 for international customers, or by sending an email addressed to email@example.com.
1.16. Upon Customer’s payment for one or more NSI Products ordered pursuant to a Subscription Form, NSI grants Customer a license (a “User License”) for the number of users specified in such Subscription Form (each an “Authorised User”) to access NSI Products during the term of such Subscription Form, subject to the terms and conditions of these Terms and conditions and such Subscription Form. For Subscription Forms that include more than one Authorised User, each Authorised User must be a Customer family member, employee, consultant or independent contractor, and Customer is responsible for ensuring that its Authorised Users comply with the terms of the applicable Subscription Form(s) and these Terms and conditions. Customer and each Authorised User are responsible for the confidentiality and use of all login credentials and passwords used to access the NSI Products.
1.17. NSI will issue a user ID and a password to Customer (or for Subscription Forms that include more than one Authorised User, to each Authorised User designated by the applicable Customer). No Authorised User may share his or her user ID or password with any other person. A User License is required for each Customer family member, employee, consultant or contractor who has access to the NSI Products ordered by Customer. Notify NSI’s Global Intelligence Division immediately if you believe that any log-in credentials or other Personal Information have been compromised.
1.18. For Subscription Forms that include more than one Authorised User, Customer will designate an individual (the “Customer Contact”) who is authorised to request additions or changes to Customer’s list of Authorised Users, remove Authorised Users, and otherwise update Customer’s list of Authorised Users. Customer will update the name of the Customer Contact when appropriate.
1.19. Access to the NSI Products is provided for Authorised Users only and may not be shared with others except as expressly provided herein.
1.20. To the extent an NSI Product gives you the ability to share a portion of a NSI Product via a hyperlink, “email this” button or similar capability, you will do so only in accordance with the terms for such sharing set forth in the applicable NSI Product. Any other sharing of NSI Products (by copying the content or otherwise replicating it) is prohibited, unless otherwise agreed in writing by NSI.
1.21. NSI may monitor the use of the NSI Products by Customer and its Authorised User(s) to ensure compliance with these Terms and conditions and the applicable Subscription Form(s). For Subscription Forms that include more than one Authorised User, NSI may audit, upon reasonable prior notice to Customer, Customer’s records regarding Authorised Users and their use of the NSI Products in order to assess Customer’s compliance with these Terms and conditions and the applicable Subscription Form(s). NSI may suspend Customer and its Authorised Users’ access to any or all NSI Products upon any material violation of these Terms and conditions or the applicable Subscription Form(s), until such violation is remedied.
1.22. NSI Products may permit Customer to access content or services provided by third parties (“Third Party Offerings”). Customer and its Authorised User(s)’ access to and use of Third Party Offerings are subject to the terms of service and privacy policies governing the applicable Third Party Offerings. NSI makes no representations, warranties, covenants or guarantees regarding Third Party Offerings, whether or not such Third Party Offerings or services are designated by NSI as “certified,” “approved,” “recommended” or otherwise, or are provided by a third party that is a member of a NSI “partner” or similar program.
1.23. NSI warrants that the NSI Products are based on NSI’s reasonable efforts to compile and analyse the best sources reasonably available to NSI at any given time; provided, however, any opinions reflect NSI’s judgment at the time and are subject to change. NSI does not give investment advice, or advocate or recommend the purchase or sale of any security or investment. NSI Products may include facts, views, opinions, and recommendations of individuals and organizations deemed of interest by NSI. NSI does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse, these views, opinions, or recommendations. NSI will comply with all Laws applicable to the NSI Products, including the Australian Criminal Code, the U.K. Bribery Act, and any other applicable anti-corruption Laws.
1.24. NSI may use Customer Data to the extent necessary to make the NSI Products available to Customer. Customer owns all right, title and interest (including all intellectual property rights) in and to its Customer Data. NSI will implement and maintain ISO standard information security policies and processes (including information, technical, administrative and physical safeguards) that prevent unauthorised access to or use or disclosure of any Customer Data. To the extent any Customer Data includes Personal Information, then NSI will comply with all applicable Laws relating to privacy and data protection. NSI will promptly notify Customer in writing upon discovery of any breach or compromise of any Customer Data.
1.25. EXCEPT FOR THE WARRANTIES EXPRESSLY IDENTIFIED AS SUCH IN THESE TERMS AND CONDITIONS OR THE APPLICABLE SUBSCRIPTION FORM(S), NSI PRODUCTS ARE PROVIDED “AS IS,” AND NSI MAKES NO, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES OF ANY KIND REGARDING THE NSI PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Changes to Subscription Terms and conditions
We may change these Terms and Conditions at any time. We may notify Customers of the changes in writing or electronically (including by email or by posting a notice on our website that these Terms and Conditions have been “updated” or similar words). The changes will also appear in this document, which you can access at any time through the Terms and Conditions link at the footer of the NSI’s website. By using an NSI product or service after changes are made to these Terms and Conditions, you signify that you agree to be bound by such changes. If any changes are unacceptable to you, contact our Global Intelligence Division in writing to discuss the matter.
4.1. Customer will provide, and update as needed, information as necessary for NSI to communicate with Customer from time to time regarding the NSI Products, issue invoices or accept or process payments, and contact Customer for other account-related purposes. Customer agrees to keep any online account information current.
4.2. NSI Global Intelligence Blogs may or may not be moderated by NSI Personnel, and content (including queries and comments) posted by Authorised Users may or may not be visible to other participants in the NSI Global Intelligence Blog (including other NSI customers), depending on the specific terms of the applicable NSI Global Intelligence Blog(s). NSI is not responsible for, and cannot guarantee the accuracy, quality, integrity or veracity of, any information posted to any NSI Global Intelligence Blog(s). Customer acknowledges that its Authorised Users should not post any proprietary or confidential information in any NSI Global Intelligence Blogs. You grant NSI a perpetual, worldwide, non-exclusive, sub-licensable and royalty-free right and license to publish, distribute, transmit, use, modify, edit and re-purpose all comments, information and other material posted in NSI Global Intelligence Blogs, as NSI deems appropriate in NSI’s sole discretion. NSI Global Intelligence Blogs may be subject to additional guidelines, codes of conduct or similar guidelines or policies published by NSI for NSI Global Intelligence Blogs, and Authorised Users must comply with all of the foregoing.
4.3. NSI is not responsible in any manner for any responses or comments posted by other NSI customers or third parties with respect to queries and comments posted by Authorised Users. NSI may remove or disable any content uploaded by Authorised Users that NSI reasonably and in good faith believes is inappropriate or violates these Terms and conditions, any guidelines, codes of conduct or similar guidelines or policies published by NSI for NSI Global Intelligence Blogs, or applicable Laws.
4.4. Customer and its Authorised Users will not store, transmit, upload or share through the NSI Products (including any NSI Global Intelligence Blog) any information, content, files or data, or otherwise engage in any conduct, that: (a) violates or infringes upon the rights of any third party; (b) involves uploading, posting, emailing, transmitting or otherwise making available information, content, files or data that Customer does not have the right to make available under any law or under contractual or fiduciary relationships; (c) involves sending unsolicited mass mailings or other communications; (d) is likely to damage, disable, overburden, or impair the NSI Products or otherwise interfere with the use of the NSI Products by others; (e) contains viruses or any other computer code, files or programs that interrupt, impair, destroy or otherwise limit in any way the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorised use of a computer or computer network ; (f) violates the applicable Subscription Form(s), these Terms and conditions or any other terms and conditions, rules, guidelines, codes of conduct or policies applicable to the NSI Products ; (g) in any way constitutes or encourages conduct that could constitute a criminal offense under any Laws ; or (h) violates any embargoed country restriction, or any other applicable Laws, including export or import Laws.
5.1. Customer will pay to NSI all recurring and non-recurring fees, charges and expenses set forth in the applicable Subscription Form(s) (collectively, “Charges”) in accordance with the payment terms set forth therein and in these Terms and conditions. All payments must be made in Australian Dollars (AUD) unless otherwise agreed in writing by NSI. NSI will process your Subscription Form(s), and any other communications or requests from you to NSI, as promptly as reasonably practicable.
5.2 Payments will be processed through the Commonwealth Bank of Australia’s online merchant facility. NSI will not store any payment details. Both the Commonwealth Bank of Australia and NSI comply with PCI standards.
5.3. Except to the extent otherwise expressly set forth in the applicable Subscription Form, User Licenses must be prepaid by credit card for the applicable initial term set forth in the Agreement. (If you wish to pay by wire transfer, please contact NSI’s Accounts Department for more information.) User Licenses will be activated upon the successful processing of your payment.
5.4. For “trial” or similar subscriptions to NSI Products as set forth in the Subscription Form, NSI will charge your credit card at the applicable rate for the full subscription term up to 5 days prior to the expiration of the “trial” or similar period.
5.5. For monthly subscriptions to NSI Products as set forth in the Subscription Form, NSI will charge your credit card for the applicable monthly rate up to five days prior to the end of each month.
5.6. “Gift” or similar subscriptions will be subject to any additional terms and conditions, including expiration dates, set forth in the applicable Subscription Form(s).
5.7. Except to the extent otherwise expressly set forth in the applicable Subscription Form, by ordering an NSI Product with a credit card, you authorise NSI to automatically charge your credit card at the then-current rate 30 days prior to the expiration of the term of your Subscription Form. In addition, NSI may seek pre-authorisation of your credit card account for each renewal to verify that the credit card is valid and has the necessary funds or credit available for your renewal.
5.8. To cancel an individual User License for any reason, you must call our Global Intelligence Division. Cancellations are processed promptly upon receipt of the cancellation request. Upon cancellation, all previously processed fees and charges are non-refundable unless otherwise agreed in writing by NSI.
5.9. If the Subscription Form includes the right to receive a “premium” (for example, a GLOBALINSIGHT® report), NSI will email instructions for claiming the premium to you. You must claim the premium in accordance with the procedures set forth in those instructions no later than the deadline set forth in those instructions. Any premium not claimed in accordance with those instructions by the applicable deadline will be forfeited.
5.10. If Customer does not pay any Charges within 14 days after the applicable due date, then at NSI’s discretion, such Charges will bear interest at lesser of 1% per month, or the maximum rate permitted by law, from the date such payment was due until the date paid.
5.11. In addition, if any Charges are 30 or more days overdue, then NSI may, without limiting NSI’s other rights and remedies, suspend Customer’s access to the NSI Products until such amounts are paid in full. However, for Subscription Forms that include more than one Authorised User, NSI will not suspend Customer’s access while the applicable Charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the dispute.
5.12. The customer is solely responsible for the payment of all taxes, assessments, charges, and duties arising from or related to the NSI Products, and NSI will add such taxes to the charges for NSI Products. NSI will be responsible for any taxes assessed on NSI’s net income or employees.
5.13. If we issue a refund or credit to you for any reason, we are under no obligation to issue the same or any similar refund or credit to you for any reason in the future.
Intellectual Property Rights
6.1. As used in this Agreement, “Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered (including copyright, design rights, trade marks, patents, database rights, confidential information and know how) (“Intellectual Property Rights”).
6.2. The NSI Products, as well as the compilation (including the collection, arrangement, and assembly) of the content of the NSI Products, are the property of NSI and PC, and Customer will have a limited, non-transferable, non-exclusive right to use the applicable NSI Products as set forth in the applicable Subscription Form(s) and these Terms and conditions. NSI is a registered trademark of National Surveillance and Intelligence, and the NSI Products may include other NSI marks. NSI’s marks may not be used in connection with any product or service that is not provided by NSI, in any manner that is likely to cause confusion among NSI’s business partners, or in any manner that disparages or discredits NSI.
6.3. NSI retains all Intellectual Property Rights in and to the NSI Products and all deliverables prepared by NSI in connection with the NSI Products, provided that Customer will have the right and license to use the applicable NSI Products in accordance with the terms of the applicable Subscription Form(s) and these Terms and conditions.
Indemnities and Liabilities
7.1. NSI will defend or, at its option, settle, any action, claim or proceeding brought against Customer to the extent that it is based upon an assertion that any of the NSI Products, when used by Customer in accordance with the applicable Subscription Form(s) and these Terms and conditions, infringe, violate, or misappropriate a copyright, patent or trade secret of any third party (an “Infringement Claim”). NSI will indemnify and hold Customer harmless against all damages awarded and reasonable costs and expenses incurred in connection with any Infringement Claim, provided that Customer promptly notifies NSI in writing of the Infringement Claim, and gives NSI complete authority, information, and assistance to defend such Infringement Claim and sole control of the defense or settlement of such Infringement Claim.
7.2. IN NO EVENT WILL NSI BE LIABLE TO CUSTOMER, ANY OF ITS AUTHORISED USERS, OR ANY OTHER PARTY, FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE NSI PRODUCTS, OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NSI’S LIABILITY, IF ANY, ARISING OUT OF ANY KIND OF CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE), IN ANY WAY CONNECTED WITH ANY SUBSCRIPTION FORM, THESE TERMS AND CONDITIONS OR ANY NSI PRODUCTS, WILL NOT EXCEED THE AMOUNT PAID TO NSI UNDER THE APPLICABLE SUBSCRIPTION FORM.
Term and Termination
8.1. The term of each Subscription Form will commence on the effective date set forth in such Subscription Form, expire on the expiration date set forth in such Subscription Form, and, unless the applicable Subscription Form specifies otherwise, automatically renew for a term equal to the original term (excluding any “free,” “trial” or similar periods included with the original term, if any) unless either NSI or the applicable Customer gives the other written notice of non-renewal at least 30 days prior to the renewal date.
8.2. The Subscription Form may include additional termination provisions applicable only to such Subscription Form. The termination of an individual Subscription Form under such provisions will not affect the effectiveness of any other Subscription Form.
8.3. Except to the extent otherwise expressly set forth in the applicable Subscription Form, either NSI or a Customer may terminate any or all Subscription Forms then in effect for the Customer by giving written notice to the other if the other commits a material breach of the Subscription Form or these Terms and conditions which is not remedied within 30 days after being required by notice to do so.
8.4. Any provisions in these Terms and conditions or any Subscription Form that expressly or by their nature are intended to survive expiration or termination will survive any expiration or termination thereof.