Terms of Use

You agree that by  purchasing and/or subscribing to The Frame quarterly reporting service (the “Report”) provided by  Flamingo Research Ltd. (“Company”) you are entering into a legally binding agreement with Company and acknowledge that you have read and understood and agree to be bound by these Terms of Use (the “Terms of Use”). If you are using the Report on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an account for the Report on behalf of that company or entity and bind it to these Terms of Use.  These Terms of Use govern your use of the Report and any Company Data (as defined below) accessed through the Report.

1. DEFINITIONS.

Company Data” means all data or information made available through the Report.

Company IP” means the Report, Company trade names, logos, trademarks, service marks, domain names, all audiovisual content, photographs, graphics, artwork, text or any other content created by Company or at Company’s direction, or assigned to Company, any Company marketing and promotional materials and any other materials, software, technology or tools used or provided by Company to provide, promote or distribute the Report and conduct Company’s business in connection therewith.

Confidential Information” means all information of a confidential or proprietary nature provided by Company to you, including all Company Data and Company’s proprietary thought leadership, graphics, layouts, reports and other information that embodies substantial creative efforts, copyrightable material, ideas and expressions in connection with the Report.

Rules” means applicable laws, rules, regulations, declarations, decrees, directives, statutes, or other enactments, orders, mandates or resolutions issued or enacted by any government entity (including any domestic or foreign, state, county, municipal, local, territorial or other government), or applicable guidelines or principles issued by any governmental entity and any industry self-regulatory principles that are applicable in the location or region where Company Data is collected or held or otherwise processed or where the Platform is provided or received, including, but not limited to, those related to privacy, security and data protection or the interception, recording or monitoring of communications, including the collection, processing, storage, protection, use and disclosure of Company Data and the collection, use and/or disclosure of information from or about a unique user of a website, application and/or mobile website and/or the device associated with such user. 

Term” means the period commencing on the date that Company receives your payment of the subscription/purchase fee for the applicable subscription to the Report and shall continue until the expiration date of such subscription and renewing upon Company’s receipt of a renewal subscription fee, unless earlier terminated in accordance with these Terms of Use.

Your Data” means any data, information or content, delivered or made available by you to the Company in connection with the Report. Please refer to Flamingo’s Privacy Policy here - https://flamingogroup.com/privacy - on how Flamingo uses your data.

2. THE REPORT.  Subject to these Terms of Use and upon Company’s receipt of your payment of a subscription fee, Company grants you the limited, revocable, non-exclusive, non-transferrable right to access and use the Report during the Term for your internal business purposes and for no other purpose.

3. YOUR SUBSCRIPTION.  You must access the Report solely using your unique download code. You shall proactively protect this download code and not share it with anyone.  You shall immediately provide Company with prompt written notice of any known or suspected unauthorized use of your download code.  You are responsible for all usage and activity on your account and for the loss, theft, and/or unauthorized disclosure of your password. 

4. RESPONSIBILITIES.  You are responsible for all costs associated with accessing and using the Report and Company Data. Company shall not be liable for errors and omissions in the Report or Company Data. Company will not provide sales, marketing or consultancy functions as part of the Report, unless specifically stated on order form.

5. DURATION AND TERMINATION.  These Terms of Use apply to you the moment that you pay to access the Report and shall continue to apply for the Term or during the period you otherwise use the Report, whichever is longer.  Company may terminate these Terms of Use, or any portion of them, and your access to the Report for any reason at the end of the term of your subscription. In addition, Company may terminate these Terms of Use or suspend or restrict all or part of your account and/or access to the Report and/or Company Data at any time, in the event that (a) you breach these Terms of Use; (b) you engage in fraudulent or illegal use of the Report or Company Data; (c) a court or other governmental authority having jurisdiction over Company prohibits Company from providing the Report or Company Data; or (d) Company reasonably believes there are material legal or security risks from the continued availability of the Report and/or Company Data. You may terminate these Terms of Use at any time for any reason, provided that you shall not be entitled to any refunds. The sections in these Terms of Use dealing with intellectual property rights, indemnification, disclaimers, limitation of liability, and governing law and any other portions which by their nature would continue beyond the termination of these Terms of Use will survive the termination of these Terms of Use.  

6. INTELLECTUAL PROPERTY RIGHTS.

a. Company IP. As between you and Company, the Company IP and all intellectual property rights in and to the Company IP are and shall at all times remain the sole and exclusive property of Company and is protected by applicable intellectual property laws and principles.   You shall not prepare any derivative work based on Company IP or translate, reverse engineer, decompile or disassemble the Report or any Company IP.  You shall not take any action to challenge or object to the validity of Company’s rights in Company IP or Company’s ownership or registration thereof. You shall not use or display any Company IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and Company. All rights to Company IP not expressly granted in these Terms of Use are reserved by Company.

b. Feedback. If you provide Company with any reviews, feedback, suggestions, data, or other information or content about the Report or otherwise in connection with these Terms of Use, any Company IP, or your participation in the Report (collectively, “Feedback”), you irrevocably assign to Company all right, title, and interest in and to the Feedback.

7. COMPANY DATA. As between you and Company, the Company Data and all intellectual property rights in and to the Company Data are and shall at all times remain the sole and exclusive property of Company or its third party licensor and is protected by applicable intellectual property laws and principles.  Except for the licenses expressly granted hereunder, Company and/or such third parties reserve all right, title and interest that it or they may have in and to the Company Data. Subject to these Terms of Use, Company grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use Company Data through the Report during the Term solely for your internal business purpose. Except as expressly and unambiguously authorized hereunder, you may not (and will not permit or assist any third party to) (a) copy, reproduce, create combinations or compilations of the Company Data; (b) sell, rent, market, lease, loan, license, copy, modify, transfer, provide access to, assign, or sublicense any Company Data; (c) make derivative works of any Company Data, including any reports, analytics, or other documents; (d) collect, use, or disclose any Company Data in a manner that violates the Rules; (e) use the Company Data, or permit any third party to use Company Data (f) aggregate or otherwise combine Company Data into databases; or (g) otherwise use the Company Data on behalf of any third party.  No rights or licenses are granted except as expressly and unambiguously set forth herein.

8. REPRESENTATIONS AND WARRANTIES.  You represent and warrant to Company that (a) you have all requisite power and authority to enter into these Terms of Use and these Terms of Use are legally valid and binding obligations; (b) you acknowledge and agree that Company shall provide access to the Report only and is not obliged to provide any other services not expressly described in these Terms of Use; (c) certain Company Data referred to into the Report may require a separate subscription or license from the provider of such Company Data and such subscription or license fee must be paid by you to receive such Company Data; and (c) your use of the Report and Company Data will comply with the Rules.

9. INDEMNIFICATION.  You shall defend, indemnify and hold harmless Company and its officers, directors, employees, and agents from any and all third party claims, losses, liabilities, damages, penalties, expenses and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to any: (a) breach or alleged breach by you of these Terms of Use; (b) violation by of any Rules; and (c) claim arising out of your use of the Report or Company Data.

10. CONFIDENTIALITY. You understand and acknowledge that the Information contained within the Report is proprietary and constitutes valuable property and trade secrets of Company. All Confidential Information disclosed to you in connection with the Report will remain the exclusive property of Company.  You will not disclose the Confidential Information, and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information, as you use with respect to your own confidential information, but in no case less than reasonable care. You will limit access to Confidential Information to your employees and authorized representatives and will instruct them to keep the report within the organization. Upon expiration or termination of the these Terms of Use, and/or upon request of Company, you will continue to treat Confidential Information in your possession, custody or control with the above outlines terms.

11. DISCLAIMERS. THE REPORT AND COMPANY DATA ARE PROVIDED “AS IS” AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THE ACCURACY OF ANY COMPANY DATA. COMPANY SHALL NOT BE LIABLE FOR ANY ERRORS RESULTING FROM THE USE OF ANY COMPANY DATA.

12. LIMITATION OF LIABILITY.  TO THE EXTENT PERMITTED BY APPLICABLE LAW: COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO CIRCUMSTANCES EXCEED IN THE AGGREGATE, THE FEES ACTUALLY PAID TO COMPANY BY YOU DURING THE TERM; AND COMPANY WILL NOT BE LIABLE UNDER THESE TERMS OF USE FOR ANY LOSS OF ACTUAL OR ANTICIPATED TURNOVER, SALES, REVENUE, INCOME OR PROFITS, LOSS OF CONTRACTS OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN.

13. MISCELLANEOUS.

a. Marketing.  You grant to Company, its affiliates and its and their employees and representatives the right to use your name and logo in Company’s marketing materials and to publicise your use of the Report. If you do not want Flamingo to do this, you must opt out of Marketing at point of purchase.

b. Notices.  All notices, requests and consents hereunder shall be in writing, in English, and deemed given on the date received as evidenced by proof of receipt, and delivered by (i) hand; (ii) certified mail, or e-mail. Notice shall be sent to Company at FAO Publishing, Flamingo Group, Bankside 2, 100 Southwark Street, London, SE1 0SW, UK or by Email: enquiries@flamingogroup.com. Notices shall be sent to you at the address you used to register with the Report.

c. Amendments.  Company may amend these Terms of Use from time to time.  In the event Company makes a change to these Terms of Use, Company will notify you by publishing the revised Terms of Use on the Companies website – www.flamingogroup.com .  Any amendment to these Terms of Use will be effective immediately upon the publishing of the revised Terms of Use.  If you do not agree with the changes made to these Terms of Use, you should  contact The Company in line with terms stated in 13.b above. Continued use of the Report or Company Data after such changes to the Terms of Use will constitute your acceptance of such changes.

d. Governing Law.  All claims arising out of or relating to this agreement will be governed by the laws of England and Wales, and will be litigated exclusively in the courts of England and Wales; the parties consent to personal jurisdiction in those courts.

e. Force Majeure.  Company shall not be liable for any failure of publication due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, flood or other catastrophes, any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority, national emergencies, insurrections, riots, wars, or strikes, lock-outs, work stoppages, or labor difficulties.

f. Relationship.  Nothing in these Terms of Use shall be construed to create a joint venture, partnership, franchise, or an agency relationship between you and Company.  Neither you nor Company has the authority, without the other other’s prior written approval, to bind or commit the other in any way.

g. Non-Solicitation.  You acknowledge that you may have contact with Company’s employees, independent contractors and/or agents and that such persons may be rendering valuable and/or unique services, the interruption or termination of which may cause serious disruption to the business interests of Company.  Therefore, you agree that you shall not solicit, for the purpose of employment, the employees, independent contractors and/or agents of Company without the prior written consent of Company.  This provision shall remain in effect in respect to any person engaged in the activities related to these Terms of Use for duration of the Term and one year thereafter.

h. Entire Agreement.  You agree that these Terms of Use constitute the complete and exclusive written expression of the agreement between the you and Company, and supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, covenants, and all other communications between you and Company relating to the subject matter of these Terms of Use.  These Terms of Use may not in any way be explained or supplemented by a prior or existing course of dealings, by any usage or trade or customs, or by any prior performance.

i. Assignment.  You may not assign these Terms of Use or any of your obligations or rights under these Terms of Use, and in no event will your obligations or rights be assignable by operation of law or otherwise, including, but not limited to, bankruptcy, insolvency, reorganisation or filing of any petition seeking relief under any foreign, Federal and/or State law generally affecting the rights of creditors. Any attempted assignment by you is void.

j. Waiver.  Failure or neglect by you or Company to enforce the provisions contained in these Terms of Use shall not be construed, nor shall be deemed to be, a waiver of either party’s rights, nor prejudice the right of either party to take subsequent action.  A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. To be effective, a waiver must be in writing and signed by the waiving party.

k. Severance.  The invalidity or unenforceability of any provision of these Terms of Use shall not affect the validity or enforceability of any other provision hereof.  If any provision of these Terms of Use is found to be void or unenforceable in any jurisdiction, then, all other provisions hereof shall remain in full force and effect as if the void or unenforceable provision had been severed and deleted.

l. Headings.  Headings in these Terms of Use are for convenience only and shall not be used to interpret or construe its provisions.