COUNCILS TERMS AND CONDITIONS

Terms and Conditions of Councils Membership

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS (“TERMS”) BEFORE ENTERING INTO A MEMBERSHIP AGREEMENT. IF YOU ARE ENTERING INTO AN AGREEMENT OR ANY ORDERING DOCUMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE PHRASES "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT OR THE APPLICABLE ORDERING DOCUMENT. YOU AGREE TO BE BOUND BY THESE TERMS BY EXECUTING THIS AGREEMENT AND/OR ANY RELEVANT ORDERING DOCUMENT OR, AS APPLICABLE, BY SUBMITTING PAYMENT IN RESPONSE TO AN ORDERING DOCUMENT THAT REFERENCES THESE TERMS. CB INSIGHTS RESERVES THE RIGHT TO AMEND, REMOVE, OR ADD TO THESE TERMS AT ANY TIME WITH OUR WITHOUT NOTICE. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY.

1. Definitions

“Agreement” means the specific ordering document or other agreement, or the Application, signed by the Member, as applicable, together with these Terms, including any attachments or addenda, as applicable.

“Application” refers to the certain membership application form or forms signed by the Member or such other authorized individual, as applicable.

“CB Insights” means CB Information Services, Inc.

“Company Membership” refers to a type of membership for one or more certain Participants which are not necessarily specifically designated individuals, as more particularly described in an Agreement.

“Confidential Information” means any information disclosed (in each case, by or on behalf of, a Party) in the course of an Agreement that is, or should be reasonably understood to be, confidential to a Party, including, without limitation, the terms set forth in the Agreement, as well as financial, business, and technical plans and strategies, pricing information, inventions, and new products, services, and technologies of either Party. Confidential Information does not include information that the recipient already rightfully knew without an obligation of confidentiality, that becomes public through no fault of the recipient, that was independently developed by the recipient without use of any Confidential Information, or that was lawfully given to the recipient by a third party who was under no obligation of confidentiality.

“Councils” means the membership network and event subscription for senior-level executives, comprised of various Events and the associated Privileges for Members and Participants.

“Effective Date” means the certain date on which the Agreement takes effect, as indicated on the Agreement or Application, as applicable.

“Event” refers to any Councils conference, meeting, activity, or event organized by CB Insights.

“Events Admission” means to the policy or policies adopted by CB Insights, in its sole discretion, for Councils activities and each of its Events, and which defines, among other things, the participation rights granted to each Member, the required seniority level of Participants, and additional participation fees or costs, if any, to such Event.

“Individual Membership” refers to a type of membership for one or more specifically designated Participants, as more particularly described in an Agreement

“Member” means the specific entity (or if applicable, the specific individual) identified in an Agreement and granted certain Privileges.

“Membership Fees” refers to the subscription fees applicable to the selected membership type.

“Party” or “Parties” refers to a party or the parties to an Agreement.

“Participant” refers to any individual registered for, or participating in, an Event on behalf of a Member in accordance with the participation rights granted under the Agreement and these Terms. Participants must generally be senior-level executives employed by or closely affiliated with the Member.

“Subscription Term” refers to the membership duration, as specified in an Agreement

“Terms” means these Terms and Conditions pertaining to membership in Councils.

2. Events Participation

2.1. Participation Rights. The Member and its affiliated Participants are entitled to take part in the Events, in accordance with the certain membership type and subject to the Admission Policy and the Agreement. Members and Participants may only participate in Events taking place during the term of the Agreement. CB Insights reserves the right to change or modify the locations, venues, dates, and schedules of Events.

2.2. Admission Policy. The Member acknowledges and agrees that, subject to the Events Admission and Agreement, as applicable, CB Insights reserves the right to restrict the seniority level of Participants, which restriction applies to all events. Events Admission is based on the responsibilities and seniority of the Participants and is independent of past participation in Events. All determinations regarding Events Admission are reserved by CB Insights, which may additionally refuse participation of a Participant deemed not to be appropriate for any particular Event.

2.3. Registration Process. The Member may register the Participants in accordance with the Agreement and relevant Events Admission of the Event, which may include any deadlines as notified to the Member by CB Insights.

2.4. Replacements. Replacement of Participants by the Member for Company Memberships is subject to CB Insights’ prior written approval. Except as expressly stated otherwise in an Agreement, replacement of Participants by the Member is not permitted for Individual Memberships, unless the Participant to be replaced has left employment or other affiliation with the Member during a Subscription Term.

2.5. Cancellation. Registration for an Event is subject to the Agreement and cancellation policy of each Event, as applicable.

3. Fees and Invoices.

3.1. Membership Fees. In consideration for the Privileges, the Member agrees to pay to CB Insights the certain annual Membership Fees as specified in the Agreement.

3.2. Additional Fees or Costs. Notwithstanding any Membership Fees, if there are any additional fees related to the participation of the Member in an Event (for example, attending an additional Event outside the scope of the Agreement), such fees will be charged in addition to the Membership Fees upon registration of the Participant for the Event and in accordance with the Agreement or applicable Admission Policy. CB Insights shall notify the Member sufficiently in advance before any such additional participation fees are incurred or charged. For avoidance of doubt, Participants’ travel and accommodation costs as well as any other expenses incurred by the Member or Participants during their participation in the Event(s) are not included in the Membership Fees and shall be borne by the Member.

3.3. Payment Terms. Except as otherwise expressly stated in the Agreement, annual Membership Fees must be paid within thirty (30) calendar days as of the invoice date and prior to participation in any Event. Privileges shall be activated only upon receipt of payment of the first payment due from the Effective Date.

3.4. Invoicing Contact. In the event the invoicing contact and/or billing details provided by the Member for the Membership Fees is an entity other than the Member, the Member warrants that (a) the entity to which the invoice is to be addressed has acknowledged the obligation to remit payment in accordance with the Agreement; and (b) the Member shall not be relieved of its payment obligations under the Agreement until full payment is received by CB Insights.

3.5 Default. Failure to timely remit full payment of fees owed will result in suspension of participation rights and membership. CB Insights reserves all other rights to enforce payment.

4. Publicity and Communications.

4.1. Publicity. Except with prior, written approval by CB Insights, the Member shall not make any written or verbal reference, statement or representation relating to Councils or CB Insights or its business names or logos to any person or generally to the public in any way that could be interpreted (whether directly or indirectly, expressly or implied) to mean or imply that CB Insights endorses, supports, recommends or provides an opinion with respect to the Member or its affiliates or business or products. The Member agrees that it shall not promote its products, services, or activities during any Event and/or in connection with any Event without CB Insights’ prior, written approval.

4.2. Networking Information. The Member acknowledges and agrees that certain, limited Participant information (such as photography, name, or position, etc.) may be used solely for purposes of Councils and connecting Participants at Events (“Networking Information”). The Member shall cause the Participants to consent to the use of such Networking Information prior to any Participant registration for any Event. CB Insights agrees that it will not share Networking Information with any third-party nor use the same for any other reason other than for the benefit of Members and Participants at Councils and/or Events. Notwithstanding the foregoing, the Member shall have the right to request that CB Insights not mention Participants’ Networking Information in any of the Event programs or other printed or digital resources, provided such request is made by Member in writing sufficiently in advance before any applicable Event deadline set forth by CB Insights.

4.3. Consent and Waiver. The Member acknowledges and shall cause Participants to acknowledge that when Participants enter an Event, the Participants may enter an area where photography, audio, and video recording may occur. By entering the Event premises, the Member and Participants respectively consent to and grant permission to CB Insights to utilize photography, audio recording, video recording and its/their release, publication, exhibition, or reproduction to be used for certain communications, reports, promotional purposes, inclusion on websites, social media, or any other purpose by CB Insights. Images, photos and/or videos may be used to promote similar Events in the future, highlight the Event, and exhibit the capabilities of CB Insights. The Member and Participants hereby agree to release CB Insights, its officers and employees, and each and all persons involved from any liability connected with the taking, recording, digitizing, or publication and use of interviews, photographs, computer images, video and/or or sound recordings. By entering the Event premises, the Member and Participants waive all rights they may have to any claims for payment or royalties in connection with any use, exhibition, streaming, webcasting, televising, or other publication of these materials, regardless of the purpose or sponsoring of such use, exhibiting, broadcasting, web casting, or other publication irrespective of whether a fee for admission or sponsorship is charged. The Member and Participants also waive any right to inspect or approve any photo, video, or audio recording taken by CB Insights or the person or entity designated to do so by CB Insights. The Member and Participants acknowledge that they have been fully informed of such consent, waiver of liability, and release before entering any Event.

5. Confidentiality.

5.1 Non-Disclosure. Neither Party will disclose the other Party’s Confidential Information, except to its employees, agents, or professional advisors who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise the rights and fulfill the obligations set forth in the Agreement and in accordance with the confidentiality obligations applicable to the recipient’s performance under the Agreement. The recipient may also disclose Confidential Information to the extent required by a valid order of a court or other governmental body that has jurisdiction over the recipient; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the disclosing Party of such legal request before making any disclosure; and (ii) comply with the disclosing Party’s reasonable requests to oppose or limit the disclosure (at no cost to the recipient).

5.2. Obligations. Each recipient agrees to safeguard the Confidential Information of the disclosing Party with means at least as stringent as those it uses to safeguard recipient’s own Confidential Information, and in no event with less than reasonable means.

6. Intellectual Property.

6.1. CB Insights Intellectual Property. Member agrees that it shall not use any of CB Insights’ intellectual property, including any applicable trademarks, trade names, and logos, in connection with this Agreement without CB Insights’ prior, written approval. CB Insights retains all rights, title, and interest in and to any presentation, data, content, or other information provided or distributed by CB Insights at Events (“Licensed Materials”), including all intellectual property rights therein. Except as expressly provided herein or in an Agreement, use or distribution of Licensed Materials shall in no way be construed as conferring on Member, Participants, or any third-party, any license or right, by implication, estoppel or otherwise, under any law, rule or regulation including, without limitation those related to copyright or other intellectual property rights. None of the Licensed Materials accessed through membership shall be considered a “Works Made for Hire” as defined by the copyright laws of the United States. Notwithstanding the foregoing, CB Insights shall have no right or title to, or any proprietary right in, any of Member’s Confidential Information obtained in connection with the Agreement.

6.2 No Member Recording. Member agrees and acknowledges that it shall not (and shall ensure its Participants do not) record any Event by audio, visual, or other digital technologies without CB Insights’ prior, written consent.

6.3. Member Marks. Member acknowledges and agrees that CB Insights may use the Member’s names, trademarks, and/or logos (“Member Marks”) solely for acknowledgement purposes in connection with Councils and Events. CB Insights acknowledges and agrees that any use of the Member Marks outside the scope of the Agreement requires the Member’s prior, written consent. CB Insights further agrees that Member may withdraw consent of use of Member Marks in connection with the Agreement at any time, in Member’s sole discretion.

7. Term and Termination.

7.1. Term. Unless provided otherwise or terminated earlier as provided herein or in an Agreement, memberships shall generally be for twelve (12) months, commencing on the Effective Date. Memberships may be renewed for additional twelve (12) month periods at pricing mutually agreed upon by the Parties.

7.2. Early Termination. Either Party may terminate the Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, CB Insights may terminate the Agreement at any time upon notice to Member if CB Insights believes Councils could be threatened or tarnished by reason of Member’s participation. For avoidance of doubt, Member may not opt-out or terminate for convenience during the Subscription Term unless expressly permitted in an Agreement.

7.3. Effects of Termination. Expiration or early termination of the Agreement shall not relieve the Parties of any liabilities accrued before such expiration or early termination.

7.4. Surviving Provisions. Section 3 (Fees and Invoices), 5 (Confidentiality), 6 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), 7.3 (Effects of Termination), 10 (General Provisions), and this Section 7.4 shall survive any termination or expiration of the Agreement.

8. Indemnification.

8.1. Mutual Indemnification. CB Insights will defend, indemnify, and hold Member harmless from any claim or demand made brought against Member by a third-party, together with related costs and reasonable attorneys’ fees, due to or arising out of infringement of any violation of the Agreement; provided however, CB Insights shall have no such indemnification obligations to the extent any such third-party claims or demands are based on or result in any material part from (i) the negligence or unlawful or wrongful acts of Member or its Participants; (ii) violation of the Agreement by Member or its Participants. Member agrees to defend, indemnify, and hold the CB Insights harmless, including costs and reasonable attorneys' fees, from any claim or demand made by any third-party due to or arising out of (a) Member’s violation of the Agreement.

8.2. Notice. The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought, following actual knowledge of such claim, provided however that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure. In the event that any third-party claim is brought, the indemnifying party shall have the right and option to undertake and control of the defense of such action with counsel of its choice, provided however that the indemnified party may undertake and control of such defense in the event of the material failure of the indemnifying party to undertake and control the same. The indemnified party shall not consent to judgment or concede or settle or compromise any claim without the prior written approval of the indemnifying party.

9. Limitation of Liability.

9.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY MEMBER HEREUNDER OR UNDER ANY OTHER ORDERING DOCUMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, THE AGREEMENT SHALL NOT LIMIT ANY LIABILITY FOR DEATH OR PERSONAL INJURY DIRECTLY RESULTING FROM NEGLIGENCE IF AND TO THE EXTENT SUCH LIMITATION WOULD VIOLATE APPLICABLE LAW. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR PERTAINING TO THE SERVICES MAY BE BROUGHT BY A PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

9.3. Exclusions to Limitations of Liability. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO (I) THE INDEMNIFICATION OBLIGATIONS OF EITHER PARTY; (II) THE BREACH BY A PARTY OF SECTION 5 (CONFIDENTIALITY) HEREIN; OR (III) THE GROSS NEGLIGENCE OR WILFULL MISCONDUCT OF EITHER PARTY

10. General Provisions.

10.1. General Representations. Each Party represents and warrants to the other that as of the Effective Date, (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the person signing on its behalf is authorized to execute this Agreement.

10.2. Disclaimer. THE LICENSED MATERIALS AVAILABLE THROUGH EVENTS HAVE BEEN GATHERED BY CB INSIGHTS FROM SOURCES BELIEVED BY CB INSIGHTS TO BE RELIABLE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ANY LICENSED MATERIALS PROVIDED DURING EVENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF CB INSIGHTS, NOR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE "CBI PARTIES") GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE LICENSED MATERIALS. NONE OF THE CBI PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIALS PROVIDED DURING EVENTS INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.3. No Professional Advice. NONE OF THE EVENTS OR ACTIVITIES HOSTED BY CB INSIGHTS AT ANY EVENTS CONSTITUTES PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY CB INSIGHTS.

10.4. Governing Law. This Agreement and all Ordering Documents issued hereunder shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Each Party consents to the exclusive jurisdiction and venue in the New York state courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York.

10.5. Notices. Except as otherwise specified herein, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to Member shall be addressed to the Participants or designated contact as so directed for all relevant Councils activities, and in the case of billing-related notices, to the relevant billing contact designated by Member.

As to CB Insights:

CB Information Services, Inc.

Attn: Finance Department

498 Seventh Avenue, 17th Floor

New York, NY 10018

10.6. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

10.7. Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.8. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

10.9. Assignment. Neither Party may not assign any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed. All terms and conditions of the Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

10.10. Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions set forth in these Terms and separate provisions set forth in the Agreement, the terms set forth in the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Member’s purchase order or other