January 2, 2023

Data Collection Survey – Terms and Conditions

TERMS AND CONDITIONS IN RELATION TO PARTICIPATION IN THE SURVEY (THE “SURVEY”) 

IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE SURVEY.

THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA CONTAINED WITHIN THE SURVEY OR ANY REPORT TOGETHER WITH ANY ITEMS THAT ARE/WERE PROVIDED TO YOU IN CONNECTION WITH THE PRODUCTS OR SERVICES RELATING TO THE SURVEY OR REPORT, ARE AND REMAIN THE PROPERTY OF NEVVON AT ALL TIMES. YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THESE TERMS AND CONDITIONS, AND IN ANY CASE, ONLY TO THE EXTENT SET OUT HEREIN. BY PROCEEDING TO PARTICIPATE IN THE SURVEY, YOU CONFIRM YOUR ACCEPTANCE OF AND AGREEMENT TO, ON BEHALF OF YOURSELF AND YOUR EMPLOYER, OF ALL THE TERMS AND CONDITIONS AS SET OUT HEREIN (“AGREEMENT”).

 THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND NEVVON AND IT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR REPRESENTATIONS YOU RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, PROVIDED THAT IF YOU HAVE SIGNED UP FOR, OR SIGN UP FOR, ANY SURVEY MEMBERSHIP/SUBSCRIPTION PURSUANT TO ANY NEVVON MEMBERSHIP/SUBSCRIPTION FORM OR OTHERWISE (“MEMBERSHIP/SUBSCRIPTION”), THEN THE RELEVANT MEMBERSHIP/SUBSCRIPTION TERMS AND CONDITIONS SHALL, TO THE EXTENT INCONSISTENT WITH THIS AGREEMENT, PREVAIL. 

Responsibility for Accuracy and Completeness of Client Information 

The accuracy and usefulness of NEVVON’s information and/or advice in the products or services depends in large measure on the data clients supply. In agreeing to participate in the Survey, you agree to provide accurate and complete data relating to such products or services. NEVVON will use all information and data supplied by you without having independently verified the same, except as may be required by prevailing industry standards or practice. NEVVON assumes no responsibility for the accuracy or completeness of such information or data, except to the extent that NEVVON has engaged in wilful default or fraud with respect to the handling of such information. 

Confidentiality 

Both NEVVON and you are likely to disclose confidential and proprietary information (“Confidential Information”) to the other party from time to time in the course of the provision of the products or services. The party receiving the Confidential Information (“the receiving party”) will not divulge or communicate it to any third parties except as required to use, process, complete or administer the products, services or coverage for which the Confidential Information was obtained. This restriction does not apply to information which (i) the receiving party must by law or legal process disclose, (ii) is either already in the public domain or enters the public domain through no fault of the receiving party, (iii) which is available to the receiving party from a third party who, to the receiving party’s knowledge, is not under any nondisclosure obligation to the disclosing party, or (iv) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party. 

Permitted Use 

Notwithstanding the “Confidentiality” clause, NEVVON may include our clients’ names in our representative client listings and clients’ contact details and information in our internal client management and conflict checking databases. NEVVON uses information and data provided by our clients to create analytical trend data, normative databases, aggregated statistics and analyses for various reports (including custom analyses) and intellectual capital to build products and services and improve the quality of our advice for the benefit of all our clients, provided that no particular client or individual shall be identifiable. In participating in the survey, you acknowledge that you understand and agree with how NEVVON will utilize the information you contribute. You agree that your organization’s name may appear in a list of participating organizations for the applicable surveys or reports in which our clients contribute data to participate in our compensation and benefit surveys and can also be used for marketing purposes. 

Personal Data 

Each party (and each of its Affiliates) is entitled to assume that the other party (and each of its Affiliates) has complied and will continue to comply with their obligations arising from data protection and privacy laws in force from time to time to the extent applicable to this Agreement and the products or services. To the extent that we use or process any personal data supplied by or on behalf of you, we confirm that we shall do so solely on your instructions and for your purposes or as reasonably necessary for the purpose of providing the products or services or coverage for which the personal data was supplied. We also confirm that we have taken appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of personal data and the accidental loss or destruction of, or damage to, personal data in accordance with applicable law. 

Ownership of NEVVON Intellectual Property 

You acknowledge that NEVVON is the exclusive and sole owner of all intellectual property rights developed and possessed by NEVVON prior to or acquired by NEVVON in connection with the survey, questionnaire, reports, and any of NEVVON’s products, services or materials (collectively, “NEVVON Works”), including but not limited to all related trademarks and copyrights in any of the NEVVON Work, and any textual and graphical materials and/or technical information and other content appearing in any of them and their modifications and enhancements. No part of the NEVVON Works may be copied, reproduced, republished, modified, uploaded, posted, framed, transmitted, sold or distributed in any way, nor may any part be decompiled, reverse engineered, or disassembled. Except as provided in this Agreement or with our prior written consent, nothing shall be deemed to confer by implication, estoppel, or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of NEVVON or any third party. The “NEVVON” name and the names of our products or services referred to in any of the NEVVON Works are owned by us and are our intellectual property rights. Unless otherwise stated, all other products, services and company names belong to their respective owners. Notwithstanding the foregoing, NEVVON shall not acquire any ownership in any material, information or data provided by you to us. To the extent we provide any of the NEVVON Works to you under this Agreement, we hereby grant you a non-exclusive, non-transferable, revocable, non-sublicensable licence to use such NEVVON Works solely for your internal use for participation in the Survey in accordance with the terms of this Agreement.

 Use of NEVVON’s Reports and Recommendations 

The NEVVON Works furnished by NEVVON to our clients are designed and intended solely for our clients’ internal use. Therefore, except for your directors, officers, employees and advisors who have a need to know, you agree that the NEVVON Works will not be furnished in whole or in part to any other person without NEVVON’s prior written consent. NEVVON shall have no liability with respect to, modifications made by any person other than us to any of the NEVVON Works provided to you by us. You also agree not to refer to NEVVON or attribute any information to NEVVON in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party, including the investment community, without NEVVON’s prior written consent. The NEVVON Works may change from time to time without notice to reflect changing client and market requirements or as a consequence of events over which NEVVON has no control.

 Limitation of Liability In agreeing to participate in the Survey and signing up for the relevant Membership/Subscription (where applicable), you agree that: (i) where you have signed up for any Membership/ Subscription, NEVVON will not be liable to you for any claim or claims which individually or in the aggregate exceed the aggregate compensation (if any) which you have paid to NEVVON for the relevant Membership/ Subscription; and (ii) where you have not signed up for any Membership/ Subscription, NEVVON will not be liable to you for any claim or claims except to the extent explicitly provided in this Agreement. In addition, you and NEVVON agree that neither one of us will be liable to the other in connection with any of the NEVVON Works or any matter relating to any of the NEVVON Works for any indirect, special, punitive, consequential or incidental damages, including loss of profits. 

Governing Law & Forum This Agreement will be governed by and construed as follows: A. If you are located in the Americas, then the parties agree that this Agreement will be governed by and construed in accordance with the laws of State of New York in the United States and the parties hereby submit themselves to the exclusive jurisdiction of the courts of the State of New York.