Last updated: November 29, 2011
2. CHANGES TO THESE TERMS.
2.1. Innosight Reserves the right to change these Terms in any way and at any time. However, no amendment to these Terms will apply to a dispute of which Innosight had actual notice on the date of amendment.
2.2. We will notify you of any modifications to these Terms with one or both of the following methods: (a) we will post any modifications on www.innosight.com or within the Site, and/or (b) we will send you a message informing you of the modified terms and linking you to the posting at www.innosight.com. You agree that you will periodically check www.innosight.com for updates to these Terms and you will read the messages we send you to inform you of any changes. You agree that you will be considered to have been given notice of any modifications once we post them to www.innosight.com and that your continued use of the Site after such notice will be deemed an acceptance of any changes.
3. OWNERSHIP OF INTELLECTUAL PROPERTY.
3.1. Unless otherwise specified in writing, all content and materials that are part of the Site are owned, controlled, or licensed by Innosight and are protected by law from unauthorized use. The entire contents of the Site are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Innosight and the Innosight logos are trademarks of Innosight and may not be used without the express written permission of Innosight.
3.2. You do not acquire any ownership rights by using the Site, downloading material from or uploading material to the Site.
3.3. You agree not to copy, redistribute, publish or otherwise exploit material from the Site without the express prior written permission of Innosight.
3.4. All comments, feedback, suggestions, ideas, and other submissions ("Ideas") disclosed, submitted, or offered to Innosight in connection with the use of the Site will be the exclusive property of Innosight. You agree that unless otherwise prohibited by law Innosight may use, sell, exploit and disclose the Ideas in any manner, without restriction and without compensation to you.
4. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY.
4.1. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2. INNOSIGHT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT INNOSIGHT IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD INNOSIGHT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SITE AND OPERATORS OF EXTERNAL SITES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT.
5. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Innosight from and against all claims and expenses, including attorneys' fees and costs, arising out of your use of the Site and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in these Terms.
6. GOVERNING LAW AND VENUE. This Agreement and all aspects of the Site will be governed by and construed in accordance with the internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions) regardless of your location. You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.
7.1. The failure of Innosight to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them will not be construed as a waiver or relinquishment of Innosight's right to assert or rely upon any such provision or right in that or any other instance.
7.2. You and Innosight agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
8. MISCELLANEOUS. Innosight operates and controls the Site from its offices in the United States. Innosight makes no representation that the Site is appropriate or available in other locations. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Innosight to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify these Terms to any party at any time without any notice to you. These Terms contain the entire understanding of you and Innosight, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Site by Innosight. The section headings used herein are for convenience only and will not be given any legal import. You agree that these Terms will not be construed against Innosight by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
9. COPYRIGHT INFRINGEMENT.
9.1. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Site in a way that may constitute copyright infringement, you may provide notice of your claim to Innosight as provided below. For your notice to be effective, it must include the following information:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) a description of the copyrighted work that you claim has been infringed upon;
(c) a description of where the material that you claim is infringing is located in the Site;
(d) information reasonably sufficient to permit Innosight to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
(e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
9.2. Notices of claims of copyright infringement should be sent to:
Innosight Consulting, LLC
92 Hayden Avenue
Lexington, MA 02421 USA
Attn: Copyright Agent