CONDITIONS OF USE OF THE GLOBAL‑WATCH.COM WEBSITE

By using the Global-Watch.com website (the “Website”), you, the Customer, acknowledge and agree to all of the terms and conditions of use of the Website set forth herein.

1. 1. 1. User licence
      1. 1.1 Global-Watch grants to the subscribing employer a non-exclusive and non-transferable licence allowing a specified number of employees “authorised users” to use the services of the Websitefor the duration of the licence granted to the subscribing employer. The Global-Watch Website includes an unsecured section (“Public Content“) and a secured section (“Secured Content”); the Public Content and the Secured Content together constitute “the Content“. Authorised employee users have the right to access and distribute the Content made available to them on the Global-Watch Website as mentionned on the page How to use the content available on the Global-Watch website. The number of authorised employee users and the levels of access granted to the subscribing employer are set out in the Proposal and agreed between the subscribing employer and Global-Watch. This Licence permits the subscribing employer to use the Website for its business needs only. The Content is made available to the subscribing employer for distribution only to employees of the subscribing employer in accordance with the terms and conditions set forth herein. The Content may not be shared or redistributed by authorised employee usersto persons who are not employees of the subscribing employer.
      2. 1.2  The subscribing employer must maintain the confidentiality of the individual access codes assigned to its authorised user employees and ensure that they comply with these terms and conditions. The subscribingemployer is entirely responsible for the use made of individual access codes and their protection. The subscribing employer must ensure that only persons who have been issued a valid access code have access to the Secured Content of the Website. If the Adhering Employer becomes aware of any unauthorised access to the Secured Content of the Website, it must promptly inform Global-Watch. The subscribing employer will comply with and ensure that its authorised user employees comply with all the directives transmitted by Global-Watch.
      3. 1.3  The subscribing employer grants Global-Watch a worldwide, perpetual, transferable, irrevocable, sub-licensable license to communicate, reproduce, transmit, and make available to the public the subscribing employer’s contributions to the Website by way of comments or otherwise, all subject to confidentiality restrictions relating to the content contributed to the secure portion of the Website.
   2. 2. Permitted use of Content

During its membership in good standing with Global-Watch, the subscribing employer may access and disseminate the Content for its training and awareness-raising activities with its employees. At the end of its membership, the subscribing employer‘s access and distribution rights come to an end; the subscribing employer then undertakes not to allow any further distribution of the Content by authorised employee users.

Global-Watch does not allow its Content to be used for commercial purposes (such as for consultation, presentation to third parties, distribution at external conferences, etc.), but only for internal use within the organisation of the subscribing employer.

1. 1. 1. 2.1  Public Content may be widely distributed to all employees of the subscribing employer by referring to the URL of the content.
   2. 3. Intellectual property

Secured Content may be used only in accordance with the terms and conditions herein, which are subject to change. These terms and conditions will be updated from time to time by Global-Watch and communicated to authorised users on the web platform.

1. 1. 1. 3.1  The subscribing employer acknowledges and agrees that all content of the Website is the exclusive property of Global-Watch and its contributors and will remain under their control and ownership subject to their copyrights. The subscribing employer undertakes to refrain from taking or authorising any action whatsoever that would undermine the scope and validity of the copyrights of Global-Watch and its partners.
      2. 3.2  If Global-Watch is of the opinion that any of the Content may infringe the intellectual property rights of third parties, or if any Content is the subject of litigation for infringement of the intellectual property rights of third parties, Global-Watch shall, at its option (i) obtain, at its own expense, the right to continue to use the affected Content in the manner provided herein, (ii) replace or modify the affected Content, at its expense, so that it no longer infringes the rights of third parties; (iii) failing which, the Content may be removed from the Website.
   2. 4. Confidentiality

Each party acknowledges that it may have access to Confidential Information of the other party which the other party wishes to protect. For purposes hereof, “Confidential Information” means any information, together with any derivatives, parts or copies thereof, provided by one party to the other in connection with itself or this Agreement, without limiting the generality of the foregoing, including information relating in any way to (i) a party’s business practices, plans and relationships and (ii) any other information or material that a party claims to be Confidential Information. All Confidential Information is and shall remain the exclusive property of the disclosing party (the “Disclosing Party“). The party receiving the Confidential Information (the “Receiving Party“) agrees to hold all Confidential Information in strict confidence hereunder, not to use the Confidential Information for any purpose other than that for which it was communicated, to use the same care to protect the Disclosing Party’s Confidential Information as if it were its own Confidential Information and to treat it with at least reasonable care.

1. 1. 4.1  The obligations with respect to use and maintenance of confidentiality set forth herein shall not apply where:
      1. information that is already in the public domain or becomes so other than through an act or fault committed by the receiving Party or one of its Representatives in breach of the present Agreement;
      2. information already in the possession or control of the Receiving Party prior to its disclosure hereunder, all as evidenced by written documentation;
      3. information that has been lawfully obtained by the Receiving Party from a third party who had an independent right to such Confidential Information, without the Receiving Party being subject to any restrictions on its disclosure or use;
      4. information that had been developed by the Receiving Party, independently of and without reference to the Confidential Information received from the Disclosing Party, as evidenced by the Receiving Party’s written documents; or
      5. information that the Receiving Party is compelled to disclose by a court of law or other competent regulatory authority, provided that the Receiving Party sends a written notice to the Disclosing Party promptly after receiving such a request or requirement, in order to allow the Disclosing Party to exercise any legal remedy available to it to protect the confidential nature of the Confidential Information.
   2. 4.2  The confidentiality obligations listed herein shall survive the termination or expiration of the subscribing employer’s membership in Global-Watch and shall remain in effect until such information ceases to be Confidential Information.
2. 5. Representations and limitation of liability
   1. 5.1  The Website is provided “as is” and “as available” by Global-Watch, without warranty of any kind, either express or implied, including, without limitation, any representation, warranty or condition, of uninterrupted use and non-infringement. Global-Watch will use commercially reasonable efforts to correct any defect reported by the subscribing employer.
   2. 5.2  In no event shall Global-Watch (including, its shareholders, officers, employees and consultants) be liable to the subscribing employer or any third party for any lost profits or other financial loss (whether arising from breach of contract, tort or negligence) even if Global-Watch has been advised of the possibility of such damage occurring. Except for any liability which by law cannot be disclaimed under a contract, in no event shall Global-Watch’s entire liability to the subscribing employer exceed an amount equal to the fees collected by Global-Watch hereunder during the six (6) month period preceding the claim. The subscribing employer hereby expressly releases Global-Watch from any liability in excess of this limit.