Version September 6, 2023
1. ACCEPTANCE OF TERMS
1.1 Read these Terms of Service ("Terms") carefully before you, an individual or entity ("You"), use the Equilar ("Equilar") website located at www.equilar.com (the "Service"). BY ACCESSING THIS SERVICE, YOU ACCEPT WITHOUT LIMITATION OR QUALIFICATION, ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT INCLUDING THE SUPPLEMENTAL PRODUCT SPECIFIC TERMS IN EXHIBIT A.
1.2 The Terms may be modified by Equilar from time to time. Continued use of the Service by You will constitute Your acceptance of any changes or revisions to the Terms. Your failure to comply with these Terms, whether listed below or in supplemental notices posted at various points in the Service, may result in termination of Your access to the Service, without notice, in addition to Equilar's other remedies. Access to and use of the Service are subject these Terms and all applicable laws and regulations, including laws and regulations governing copyright and trademark. Equilar reserves the right to change these Terms at any time.
2. LICENSE, RESTRICTIONS AND UNAUTHORIZED USE
2.1 License Grant. Subject to these Terms, Equilar hereby grants to You for the Term and any Renewal Term a non-exclusive, personal, non-transferable, non-sublicensable, limited license to access the Service solely to electronically display and print reasonable portions of the Service solely for internal research purposes. Use of the Service for corporate development or marketing purposes is strictly prohibited. Nothing contained in these Terms shall transfer, or be deemed to transfer to You, any rights in or to the Service other than those rights specifically granted herein.
2.2 License Restrictions. Except as expressly provided in the foregoing, You shall not store, reproduce, publish, transmit, broadcast, display, distribute or use information derived from access to the Service and/or the Equilar website. You shall not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to modify, adapt, or create derivative works of any software, technology, or work of authorship within or related to the Service; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Service; (iii) allow or grant any access to the Service in any form to any party other than its duly authorized users, including access pursuant to any commercial time-sharing, rental, or service bureau arrangements; (iv) share usernames, passwords or data with others; or (v) remove, obscure or otherwise alter any proprietary notices, including copyright and trademark notices, contained in the Service or on the website.
2.3 Unauthorized Use. You shall protect the Service from any use that is not permitted under these Terms. You agree not to: (i) use any robot, spider, other automatic device, or manual process to monitor or copy the Service, Equilar website, or any content contained therein without the prior written consent of a duly authorized representative of Equilar; (ii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or Equilar website; or (iii) take any action that imposes an unreasonable or disproportionately large load on the Equilar website and/or related infrastructure. Furthermore, You shall not (i) interfere with or disrupt the Equilar website, the Service or servers or networks connected to the Service; (ii) gain unauthorized access to other computer systems through the Equilar website and/or the Service; (iii); harass other users; or (iv) collect and/or store usage data, including any individually identifiable user data, about other users of the Service. In the event of any unauthorized use of the Service by an authorized user: (a) Equilar may immediately terminate such authorized user's access to the Service; (b) Equilar may terminate the access through the Internet Protocol ("IP") address(es) from which such unauthorized use occurred; and/or (c) upon Equilar's request, You shall terminate such authorized user's access to the Service. If You are an individual accessing the Service because You are an employee of or are otherwise associated with (e.g. member of the Board of Directors or a consultant) a licensed Equilar entity You agree that you will use the Service solely with respect to Your internal research related to that licensed Equilar entity.
2.4 Generative AI Service and Equilar Data. Due to the proprietary nature of Equilar's calculated results and analysis, sharing Equilar's data outputs with a service that can aggregate data looking for patterns to improve a publicly accessible service, can inadvertently result in core intellectual property or business processes being revealed. Therefore, You shall not use the output of Equilar services, including tables, reports and downloads of any type as input for any training models of generative AI services including, but not limited to, Open AI's ChatGPT, Google's Bard or Microsoft's Azure AI. Furthermore, You agree that You will not use the Equilar services, data or any Equilar outputs in association with any artificial intelligence services.
3. YOUR REGISTRATION OBLIGATIONS
To be a registered user of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Equilar has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Equilar has the right to suspend or terminate all of Your accounts and refuse any and all of Your current or future use of the Service (or any portion thereof). Equilar is concerned about the safety and privacy of all its users, particularly children. You must be at least 18 years of age, or the legal age of majority where You reside if that jurisdiction has an older age of majority, to register for an account.
4. FEES, PAYMENT AND TAXES
4.1 Fees and Payment Terms. You shall pay the Fees set forth in the Equilar Order Form. All Fees will be due and payable within thirty (30) days of the date of Equilar's invoice. You acknowledge that any and all payments to Equilar are non-refundable and non-creditable and that you are liable for all Fees for the agreed to Term or Renewal Term, including multi-year Terms or Renewal Terms, even if You stop using the Service. All payments will be made in U.S. Dollars. Any payments not paid when due will accrue interest at the lesser of (i) one and a half percent (1.5%) per month and (ii) the highest rate of interest allowed by applicable law. Any payments more than sixty (60) days in arrears will also be subject to a late fee of $250.00.
4.2 Taxes. You shall be responsible for and shall pay all sales, use and value-added taxes, and any other similar taxes and charges of any kind imposed by any governmental entity with respect to the Service or any of the Fees payable under this Agreement, except for taxes based solely on Equilar's net income. When Equilar has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by You unless You provide Equilar with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. INTELLECTUAL PROPERTY RIGHTS AND USE OF CLIENT NAME
5.1 You acknowledge that as between You and Equilar, the Service and other information obtained through the Equilar website, including without limitation all software, technology, inventions, discoveries, documentation and works of authorship relating thereto, and any and all intellectual property rights related to or derived from the Service (collectively, the "Equilar Technology"), are, and at all times shall remain, the exclusive property of Equilar, and nothing in these Terms shall be construed to transfer to You any ownership interest in or to the Equilar Technology or any part thereof. Equilar reserves all rights to the Equilar Technology not expressly granted to You hereunder. You shall not take or permit any action inconsistent with Equilar's ownership of all right, interest and title in and to the Equilar Technology, including any and all improvements, modifications and enhancements thereto, or which might impair the value of such ownership.
5.2 Client Name. Equilar may use Client's name in Equilar's client lists relating to the Service. Equilar will not, however, use Client's name on the Equilar website or in Equilar marketing materials without first obtaining Client's written consent.
6. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY OTHER PRODUCTS AND SERVICE PROVIDED TO YOU HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE, PERFORMANCE AND RESULTS OF THE SERVICE RESIDES WITH YOU. EQUILAR SPECIFICALLY DISCLAIMS ALL CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE SERVICE AND OTHER PRODUCTS AND SERVICE PROVIDED UNDER THESE TERMS. EQUILAR MAKES NO WARRANTY THAT THE SERVICE OR THE EQUILAR WEBSITE WILL BE ERROR FREE OR WILL FUNCTION WITHOUT INTERRUPTION.
7. LIMITATION OF LIABILITY AND INDEMNIFICATION
7.1 Notwithstanding anything to the contrary, You acknowledge and agree that: (i) Equilar is not in the business of providing professional advice and that the Service is provided solely for Your own internal research purposes and not intended to substitute for accounting, tax, investment, legal or other professional advice or service; (ii) You assume full responsibility for any and all decisions with respect to Your business and financial matters and agree to use the Service at Your sole risk; (iii) Equilar does not expressly or by implication recommend or endorse in any manner any company, research institution, analyst, bank, investment company, or other business entity or opportunity; (iv) Equilar does not in any way guarantee, make any representation with respect to, or assume any responsibility or liability for, the truth or accuracy of the whole of any part of the Service or the Equilar website; (v) Equilar has no responsibility or liability for injury, loss, or damage caused by or alleged to have been caused by any decision made in reliance on the Service.
7.2 You shall indemnify, defend and hold harmless Equilar and its officers, directors, shareholders, employees, representatives, agents, successors, and assigns from and against any and all liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees) arising from or relating to: (i) any claim, demand or action relating to any decision, course of action, advice or recommendation made in reliance on the Service; (ii) any dispute with a customer of Yours; (iii) any unauthorized access to or use of the Service caused by You; or (iv) any act or omission of You or any of Your authorized users related to the Service.
7.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY A PARTY OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION THE SERVICE, OR USE THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM OR DAMAGES UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID TO EQUILAR DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM OR DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.
The term of the license granted to You under Section 2.1 is specified on the order form and invoice (the "Term"). Thereafter, the Term will automatically renew for subsequent twelve (12) month periods (the "Renewal Term") unless You notify Equilar in writing thirty (30) days prior to the expiration of the Term or Renewal Term.
9.1 Force Majeure. Equilar shall under no circumstances be liable for failure to fulfill its obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
9.2 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the parties will negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof will remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible. Such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of such provision in any other jurisdiction.
9.3 Governing Law. These Terms and any dispute arising from the performance or breach hereof will be governed by and construed and enforced in accordance with, the laws of the State of California, United States, without reference to conflicts of laws principles of California or any other jurisdiction.
9.4 Jurisdiction. The parties agree that any action or proceeding arising out of or related to these Terms will be brought only in the state and federal courts of the State of California and the parties consent to such venue and to the exclusive and personal jurisdiction of such courts over the subject matter of such proceeding and themselves.
10. ENTIRE AGREEMENT
These Terms represent the entire understanding relating to the use of the Service and prevail over any prior or contemporaneous, conflicting, or additional, communications including any oral statements or warranties made by a salesperson or other representative of any party involved in the distribution of the Service.
For answers to any questions concerning these Terms please write: Equilar, Inc.1100 Marshall Street, Redwood City, CA 94063 email@example.com
1. ACCOUNT, PASSWORD AND SECURITY
As part of Your use of the BoardEdge product, You will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your account. You agree to (a) immediately notify Equilar of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Equilar cannot and will not be liable for any loss, damage or other liability arising from Your failure to comply with this Section or from any unauthorized access to or use of Your account. In the event of any dispute between two or more parties as to account ownership, You agree that Equilar shall be the sole arbiter of such dispute in its sole discretion and that Equilar’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Site Content. You agree that all material, including without limitation, information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Service or otherwise made available by Equilar in connection with the Service (“Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. You shall use the Site Content only for purposes that are permitted by these Terms and any applicable laws and regulations. The license restrictions and unauthorized use set forth in Section 2.2 of the General TOS also apply to Site Content.
2.2 Your Content. You acknowledge and agree that if you contribute, provide or make available any content to the site ("Your Content"), you hereby grant to Equilar a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise use Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. Equilar reserves the right to remove any of Your Content at any time if Equilar believes in its sole discretion that it does not comply with these Terms. You acknowledge that Equilar does not pre-screen any Content provided or made available by You or any third party in connection with the Service, but that Equilar and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or (ii) rescind and terminate Your right to use the Service at any time (with or without notice) for any reason or no reason. You also acknowledge and agree that Equilar may preserve Your Content and may disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Equilar, its users and/or the public.
3.1 USER CONTENT DISCLAIMER. EQUILAR IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OR THIRD PARTY. YOU ACKNOWLEDGE THAT EQUILAR HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE TRUTH OR ACCURACY OF ANY USER CONTENT. IN ADDITION, EQUILAR IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY FACILITATED PAYMENT MODE SERVICE), AND EQUILAR HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. Notwithstanding the foregoing, You may report misconduct in connection with the Service to Equilar. Equilar, in its sole discretion, may investigate the claim and take necessary action.
The market peer group information and pay for performance (P4PTM) scores contained in Equilar's Pay for Performance Analytics product constitute confidential and proprietary information and may not be disclosed to third parties without the express written consent of Equilar.
“Licensee” means Equilar, Inc. “Licensee Service” means the S&P Service licensed to Equilar, Inc. “Licensee Customer” or “Subscriber” means an entity that (a) provides access to the Licensee Service to its employees only for their internal use for business purposes; and (b) can access Licensee Service only via a password/user ID issued by Licensee. “End User” means a Subscriber whose use of the Licensee Service(s) shall be solely for his/her personal non-commercial use and who can access any of the Licensee Service(s) only via a password/user ID issued by Licensee.
2. LICENSE AND RESTRICTIONS
2.1 Either Licensee, S&P, their affiliates or third-party licensors have exclusive proprietary rights in any information and software received.
2.2 Subscriber (i) shall not use or permit anyone to use the information or software provided through the Licensee Service for any unlawful or unauthorized purpose; (ii) is not authorized or permitted to furnish such information or software to any person or firm for reuse or retransmission without prior written approval of the source of such information or software.
2.3 Access to the License Service(s) is subject to termination in the event that any agreement between Licensee and a provider of information or software distributed through the Licensee Service is terminated in accordance with its terms.
Neither Licensee, S&P, their affiliates nor any third-party licensor shall have any liability for the accuracy or completeness of the information or software furnished through the Licensee Service or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages.
For access to any products and services utilizing GICS® (the "GICS Service")
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC ("S&P"). GICS is a service mark of MSCI and S&P and has been licensed for use by Equilar, Inc.
1. You represent that You will not use or permit anyone else to use the GICS Service to create any securities products or indices based on the GICS Service or any portion thereof.
2. You shall represent that You will treat the GICS Service as proprietary to MSCI and S&P. Further, you shall acknowledge that MSCI and S&P are the sole and exclusive owners of the GICS Service (including all trade secrets, copyrights, trademarks and other intellectual property rights in or to the GICS Service).
3. You shall represent that You will not: (i) alter, modify or adapt any component of the GICS Service, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use the GICS Service to verify the accuracy of other data or to correct such other data; or (iii) resell or otherwise transfer or make the GICS Service, or any part or component thereof, available to any other person or organization (including, without limitation, Your present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
4. You acknowledge that (i) S&P or MSCI may, in its sole and absolute discretion and at any time, terminate Your right to receive and/or use the GICS Service; and (ii) provision of the GICS Service is subject to termination in the event that the relevant agreement between You and MSCI or S&P is terminated in accordance with its terms.
5. You acknowledge S&P or MSCI as a third party beneficiary of your Service Agreement with Equilar, entitled to enforce all provisions of such agreement relating to the GICS Service.
6. You agree to indemnify and hold harmless Equilar, Inc., its information providers, and any other third party involved in or related to the making or compiling of the GICS Service, from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs, as incurred, arising in any manner out of Your or any third party's use of, or inability to use, the GICS Service or any breach by You of the use restrictions regarding the GICS Service.
1. You acknowledge that your participation in SSP and your access to the Service under that program are solely: (i) on behalf of the named Equilar client; (ii) at Equilar’s discretion and; (iii) may be terminated by Equilar at any time for any reason.
1. RESPONSIBILITY OF THE PARTIES
SURVEY PARTICIPANT shall provide EQUILAR compensation data for its most senior executives (generally the top 20 to 25) by no later than December of each year (“SURVEY PARTICIPANT Data”). SURVEY PARTICIPANT is responsible for submitting accurate and complete data. To the extent that any of the data contain individually identifiable information, SURVEY PARTICIPANT is responsible for compliance with applicable data privacy laws, including, without limitation, securing any necessary consent from the individuals.
EQUILAR will use SURVEY PARTICIPANT Data as part of its summary statistics on the pay of senior executives (“Survey Dataset Product”). The Survey Dataset Product will be available, for a fee, to Survey subscribers and will be searchable by company, position, financial performance and other criteria. The Survey Dataset Product is designed to prevent subscribers from backing into private data points by making slight changes to groups of companies included.
All information contained in the Survey Dataset Product is provided solely for the Survey Subscriber’s internal use and may not be reproduced in whole or in part without the written consent of EQUILAR. Additionally, the information contained in the Survey Dataset Product may not be disclosed to anyone outside of Survey Subscriber’s organization. Survey Subscribers shall not share the information contained in the Survey Dataset Product with any third party or upload in any digital format the information contained in the Survey Dataset Product to any third party entity portal or system without the expressed written consent of EQUILAR.
EQUILAR will own all right and title to the Survey Dataset Product including all associated intellectual property rights.
All SURVEY PARTICIPANT Data shall be held in confidence by EQUILAR. EQUILAR agrees to take reasonable precautions, including the same precautions EQUILAR takes to protect its own confidential information, to ensure that EQUILAR does not disclose to any third party any SURVEY PARTICIPANT Data. EQUILAR shall not disclose any identifiable information about SURVEY PARTICIPANT's employees, unless EQUILAR first obtains the consent of SURVEY PARTICIPANT. EQUILAR's nondisclosure obligations shall not apply to information: (a) already known to EQUILAR at the time of disclosure; (b) in the public domain or available to the public; (c) available to EQUILAR from third parties without any nondisclosure obligation to SURVEY PARTICIPANT that is known to EQUILAR; or (d) independently developed by EQUILAR. If any court or regulatory order or other service of legal process requires EQUILAR to disclose information covered by EQUILAR's confidentiality obligation, then EQUILAR may make any disclosure required by law. EQUILAR shall advise SURVEY PARTICIPANT promptly of any such order or service of process and cooperate with SURVEY PARTICIPANT, at SURVEY PARTICIPANT's expense, in responding to it. EQUILAR shall follow the federal antitrust safe harbor guidelines, reporting or providing access only to nonpublic data that is more than three months old, ensuring that at least five SURVEY PARTICIPANT'S report data upon which each disseminated statistic is based, ensuring that no individual SURVEY PARTICIPANT'S data represents more than 25 percent on a weighted basis of a statistic, and aggregating the data so that it will not allow subscribers to identify the compensation paid by any particular SURVEY PARTICIPANT.
When conducting surveys, EQUILAR may transmit data over the Internet and communicate with SURVEY PARTICIPANT via e-mail. EQUILAR's Internet and e-mail Internet transmissions may contain confidential survey data. As a general rule, except for using standard virus detection utilities, password protection of certain files, and basic security features built into its website, EQUILAR does not encrypt or take other technological security precautions with respect to routine e-mail transmissions. EQUILAR cannot ensure the confidentiality or integrity of data transmitted via the Internet. By participating in the data survey, SURVEY PARTICIPANT authorizes EQUILAR to communicate survey data via Internet and e-mail transmissions, and SURVEY PARTICIPANT accepts the risks associated with those transmissions.
1. These Event Terms and Conditions of Use (“TOU”) incorporate, and should be read in accordance with Equilar’s General Terms and Conditions of Service and any Event Venue terms, conditions, and regulations, copies of which are available by Equilar or the venue, respectively. In the event of any inconsistency between these TOU, and any other terms and conditions, these TOU will prevail.
2. DEFINITIONS. “Event” means any Equilar hosted event in the United States. “Event Venue” means the place and location of the Event. “Pass” or “Passes”, means any pass or passes purchased or provided by Equilar for an Event. Pass or Passes are confirmed and provided electronically. The electronic confirmation will complete the registration to the Event. “You” means you or anybody who is acting with your authority or permission and “Your” shall be incorporated accordingly.
3. All Event Passes are provided subject to these TOS. By registering to any Event, You agree to and accept without limitation or qualification, all the TOU.
4. You must be registered to gain access to an Event. A pass does not guarantee registration as each Event will have a maximum allowable number of attendees. Equilar reserves the right to manage the attendee list as it deems appropriate. Each Pass is redeemable at any Event (subject to space availability) and valid for a single employee or a member of the Board of Directors of Your company. For avoidance of doubt, if You choose to send 3 individuals from Your company to the same Event, three Passes must be used and three separate registrations will be required for entry for those 3 individuals. Passes do not have a redeemable cash value. Passes cannot be applied to any other part of Your engagement with Equilar.
5. Confirmed registrants who fail to notify Equilar of cancellation in advance forfeit the Pass or Passes used for the registration. All cancellation notices must be submitted in writing via email to firstname.lastname@example.org. Cancellation notices received seventy two (72) hours prior to the Event are eligible for full credit of the Pass or Passes. You may transfer your registration to another person until seventy two (72) hours before the Event by providing authorization to Equilar via email to email@example.com. In the unlikely event of an Event cancellation, the liability of Equilar is limited to the full credit of the Pass or Passes used by You. Equilar assumes no liability for any nonrefundable travel, hotel, or other related expenses incurred by You in connection with an Event.
6. All Passes included in a bundled subscription are valid for one (1) year after the purchase date. Passes issued in a bundled subscription must be redeemed at an Event before the one (1) year expiration. Unused Passes at the end of one (1) year will be considered expired and no longer valid.
7. Equilar will not be liable for any loss, injury or damage to any person (including You) or property however caused during an Event.
8. Equilar reserves the right to refuse entry to You and/or eject You from the Event in reasonable circumstances including without limitation (a) for health and safety reasons, (b) if You behave in a manner which has or is likely to affect the enjoyment of other persons at the Event, (c) if You use or display threatening, abusive or insulting words or mannerisms or behave in a manner which may provoke a breach of the peace, (d) if, in Equilar’s reasonable opinion, You appear to be acting under the influence of alcohol or drugs, (e) if You fail, when required, to provide proof of identity or age, (f) if You refuse to comply with Equilar’s security searches, (g) if you breach these TOU, or (h) if Your Pass is void. No refunds will be given to You if You are refused entry or ejected due to Your actions.
9. You agree to comply with any and all instructions given to You by Equilar and/or the Venue during the Event. Equilar and/or the Venue reserves the right to restrict access to parts of the Venue.
10. You will be responsible for any travel to and from the Event and all lodging costs associated with your attendance at the Event. The Event Passes do not include travel and lodging accommodations.