Terms of use of the global-watch.com website

you, the Customer, acknowledge and agree to all of the terms and conditions of use of the Website set forth herein.

1. License to Use

1.1  Global-Watch grants the subscribing employer a non-exclusive and non-transferable license allowing a specified number of employees ("authorized users") to use the Website’s services for the duration of the license granted to the subscribing employer. The Global-Watch Website includes an unsecured section ("Public Content") and a secured section ("Secured Content"); both the Public Content and Secured Content together constitute the "Contents." Authorized employee users have the right to access and distribute the Contents available to them on the Global-Watch Website as specified on the "How to Use Global-Watch Content" page. The number of authorized employee users and the levels of access granted to the subscribing employer are specified in the Proposal and agreed upon between the subscribing employer and Global-Watch. This License allows the subscribing employer to use the Website solely for the needs of its business. The Contents are made available to the subscribing employer for distribution only to its employees, in accordance with the terms specified herein. The Contents may not be shared or redistributed by authorized employee users to individuals who are not employees of the subscribing employer. The subscribing employer shall enforce all the terms of this agreement with its affiliated companies and their employees and shall remain responsible for any violations of the agreement by them.

1.2  The subscribing employer must maintain the confidentiality of the individual access codes assigned to its authorized employee users and ensure their compliance with these terms. The subscribing employer is entirely responsible for the use and protection of these individual access codes. The subscribing employer must ensure that only individuals issued a valid access code can access the secured contents of the Website. If the subscribing employer becomes aware of unauthorized access to the secured contents of the Website, it must promptly inform Global-Watch. The subscribing employer shall comply with and ensure that its authorized employee users comply with all guidelines provided by Global-Watch.

1.3  The subscribing employer grants Global-Watch a worldwide, perpetual, transferable, and irrevocable license with the right to sublicense, allowing Global-Watch to communicate, reproduce, transmit, and make public any contributions made by the subscribing employer to the Website via comments or other means, subject to confidentiality restrictions on content contributed to the secured section of the Website.

During its active subscription to Global-Watch services, the subscribing employer may access and distribute the Contents for its employee training and awareness activities. Upon termination of its subscription, the subscribing employer's access and distribution rights cease, and the employer agrees not to permit any further distribution of the Contents by authorized employee users.

Global-Watch does not allow the use of its Contents for commercial purposes (such as consulting, presentations to third parties, external conference dissemination, etc.) but only for internal use within the subscribing employer’s organization.

2.1 Public Content may be widely distributed to all employees of the subscribing employer by referencing the content URL.

Secured Content may only be used under the terms of this agreement, which are subject to change. These terms will be updated periodically by Global-Watch and communicated to authorized users via the web platform.

3.1 The subscribing employer acknowledges and agrees that all content on the Website is the exclusive property of Global-Watch and its contributors, and shall remain under their control and ownership, subject to their copyright rights. The subscribing employer agrees not to take or authorize any actions that would infringe upon the scope and validity of the copyrights held by Global-Watch and its partners.

3.2 If Global-Watch believes that any Content may infringe the intellectual property rights of third parties, or if any Content becomes the subject of an intellectual property rights infringement claim, Global-Watch shall, at its discretion:
(i) obtain, at its expense, the right to continue using the affected Content as provided herein,
(ii) replace or modify the affected Content at its expense so that it no longer infringes third-party rights, or
(iii) if neither is feasible, remove the Content from the Website.

Each party acknowledges that it may have access to Confidential Information of the other party that the disclosing party wishes to protect. For the purposes of this agreement, "Confidential Information" means any information, including derivative works, parts, or copies, provided by one party to the other in connection with itself or this agreement, including, but not limited to, information related in any way to (i) business practices, plans, and relationships of a party and (ii) any other information or material identified by a party as Confidential Information. All Confidential Information remains the exclusive property of the disclosing party (the "Disclosing Party"). The party receiving the Confidential Information (the "Receiving Party") agrees to maintain strict confidentiality, not to use the Confidential Information for any purpose other than the one for which it was disclosed, to exercise the same level of care in protecting the Confidential Information as it would for its own, and to treat it with at least a reasonable degree of care.

4.1 The obligations related to confidentiality and restricted use shall not apply when:

1. The information is already public or becomes public through no wrongful act or fault of the Receiving Party or its Representatives;
   
2. The information was already in the Receiving Party’s possession or under its control before its disclosure, as demonstrated by written records;
   
3. The information was lawfully obtained by the Receiving Party from a third party who had an independent right to disclose it, without any restriction on its use or disclosure;
   
4. The information was independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party, as evidenced by written records; or
   
5. The information is required to be disclosed by court order or other competent regulatory authority, provided that the Receiving Party promptly notifies the Disclosing Party in writing to allow the latter to seek any available legal remedies to protect the confidentiality of the information.
   
6. 1.  
7. 4.2 The confidentiality obligations outlined herein shall survive the termination or expiration of the subscribing employer’s membership to Global-Watch services and remain in effect until the information ceases to be confidential.
   

5. Representations and Limitation of Liability

5.1 The Website is provided "as is" and "as available" by Global-Watch, without any warranties, express or implied, including but not limited to representations, warranties, or conditions of uninterrupted use and non-infringement. Global-Watch will make commercially reasonable efforts to correct any defects reported by the subscribing employer.

5.2 Under no circumstances shall Global-Watch (including its shareholders, directors, employees, and consultants) be liable to the subscribing employer or any third party for any loss of profits or other financial losses (arising from breach of contract, tort, or negligence), even if Global-Watch has been advised of the possibility of such damages. Except for liabilities that cannot be contractually excluded under applicable law, Global-Watch's total liability to the subscribing employer shall not exceed the amount of fees received by Global-Watch under this agreement during the six (6) months preceding the claim. The subscribing employer expressly releases Global-Watch from any liability beyond this limit.