The websites (“Sites”) on which this Terms and Conditions statement (“Terms”) appears are owned and operated by the Institute for Applied Network Security LLC (referred to as "IANS," "we," "us" or "our"). For purposes of these Terms, “you” or “your” means the person accessing the Sites and any persons that allow others to provide information about themselves to us. The Sites may provide information, documents, tools, products, services, accounts, offers, suggestions on the best way to use our products and/or information on where to purchase our products (collectively, “Services”). Additional terms are set forth in client written and electronic agreements. If your organization has licensed one or more IANS Data Services (such as the IANS MCP Server or, if and when made available, the IANS Document API), the Data Services Terms set forth below also apply to your organization’s access to and use of those services.

1. Acceptance of Terms

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND IANS. PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. BY CLICKING ON LINKS WITHIN THE IANS SITES OR WEBPAGES BEYOND THE SITES’ HOMEPAGES OR BY CLICKING ON A BOX OR ICON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS WHETHER OR NOT YOU COMPLETE A TRANSACTION WITH IANS AND WHETHER OR NOT YOU COMPLETE YOUR TRANSACTION ON THE SITES OR THROUGH OTHER CHANNELS, SUCH AS BY TELEPHONE, EMAIL, FACSIMILE OR OTHERWISE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITES, ANY SERVICES AVAILABLE THROUGH THESE SITES, OR ANY INFORMATION CONTAINED ON THESE SITES.

Mandatory Arbitration Notice and Class Action and Jury Trial Waiver

These Terms contain a mandatory (binding) arbitration provision and class action and jury trial waiver clauses which you hereby agree to. For more details, see Section 19.

IANS may make changes to the content available on the Sites at any time. IANS can change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on the Sites. IANS will make commercially reasonable efforts to notify you of any material changes to these Terms, however, IANS is not obligated to. You waive any right you may have to receive specific notice of such changes to these Terms except for changes to our agreement to arbitration, which is discussed more fully below. By using the Sites after IANS has updated the Terms, you are agreeing to the then-current Terms. You are responsible for regularly reviewing these Terms.

In addition to these Terms, your use of certain Services may be governed by additional agreements.

2. Privacy Policy

Besides these Terms, IANS also publishes a Privacy Policy. Although it is not part of these Terms, IANS encourages you to read it to better understand how you can update, manage, access, and delete your information.

3. Description of Services

IANS is a cybersecurity research and advisory firm that provides Services to support decision-making for CISOs and their cybersecurity teams to improve their security posture. These Services include:

• Ask-an-Expert: IANS offers the "Ask-An-Expert" (AAE) service, providing clients with unlimited access to seasoned cybersecurity professionals for guidance on various topics.
• Ask IANS: Ask IANS is an AI Q&A service providing trusted and reliable answers fueled by our proprietary database of IANS Faculty expert advice.​
• Client Portal: Contributed by expert IANS Faculty, the Client Portal provides an extensive library of research, tools, and templates that give client users step-by-step guidance on cybersecurity best practices and recommendations.
• CISO Inquiry: The IANS CISO Inquiry Community is an exclusive, invitation-only service that allows CISOs to gain insights and perspectives from a private community of their peers.
• Executive Communication: IANS Faculty, cybersecurity experts with a wide range of experience, help executives communicate effectively about cybersecurity risks and strategies to their teams and stakeholders.
• Tech Briefing: IANS provides briefings on the latest cybersecurity threats and technologies. These briefings cover emerging trends, vulnerabilities, and best practices to keep your organization informed and prepared.
• Privacy Operations: IANS offers this service to provide CISOs, privacy, and compliance teams with clear, practical guidance that avoids legal jargon and helps them manage privacy operations effectively. This includes an operational privacy framework, privacy toolkit, bi-monthly privacy briefings, regulation cheat sheets, and privacy communication slides.
• Vendor Assessment Community: IANS offers unbiased, practitioner-based insights from IANS Faculty and industry peers, covering various aspects of the vendor management lifecycle.
• Data Services: For clients that license them, IANS offers data-as-a-service delivery of IANS proprietary content, including the IANS MCP Server and, if and when made available, the IANS Document API, which make IANS content available within a client’s authorized AI tools and systems, subject to the Data Services Terms below.

4. Accessing the Sites and Services

IANS reserves the right to withdraw or amend these Sites, and any Services or Materials (defined below) IANS provides on the Sites, at our sole discretion and without notice. IANS will not be liable if, for any reason, all or any part of the Sites is unavailable at any time or for any period. From time to time, at our sole discretion and without notice, IANS may restrict access to some parts of the Sites, or the entirety of the Sites, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Sites.
• Ensuring that all persons who access the Sites through your internet connection are aware of these Terms and comply with them.

To access the Sites or certain of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Sites that all the information you provide on the Sites is correct, current and complete, and that you have the authority to provide such information to us.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Sites or portions of it using your username, password or other security information. You shall bear the entire risk for any use thereof, whether you have authorized such use and whether or not you are negligent. If you permit other persons to use your computer or mobile device, login information or any other means to access the Services, you will be held responsible for any actions or transactions they undertake, and IANS will not be liable for any damages resulting to you.

You agree to notify IANS immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you sign out of or exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

IANS has the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time at our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.

5. Proprietary Rights and Your Use of the Sites

Unless otherwise specified in these Terms, all information and screens appearing on the Sites are the sole property of IANS or its subsidiaries and affiliates, and other parties. IANS provides content through the Sites that is copyrighted or contains protectable trademarks of IANS or its third-party licensors and suppliers (collectively, the “Materials”). Materials may include documents, services, software, site design, text, graphics, logos, video, images, icons, AI-generated responses and answers, and other content, as well as the arrangement thereof.

Subject to these Terms, IANS hereby grants Licensee (the corporate entity that has entered into a licensing agreement with IANS) a revocable, limited, corporate, non-exclusive and non-transferable license. This license permits authorized users to use, view, print, display and download the Materials solely for Licensee's internal business purposes on computers or mobile devices owned or controlled by Licensee or its authorized users in furtherance of such internal business purposes. This license is granted for the use of the sites and the materials solely for Licensee's internal operational and informational requirements and not for re-use in products or services being sold by the Licensee, and not for the personal use of any individual.

Except for the foregoing license, licenses specific to certain IANS products and services, and as otherwise required or limited by applicable law, you have no other rights on the Sites or any Materials. Unless authorized by IANS in writing, you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, feed into any form of public AI language models (except as expressly permitted under the Data Services Terms below for clients that have licensed Data Services), or in any way exploit any of the Sites or Materials in any manner or for any purpose that would constitute infringement of our, our licensors’ or the Sites’ other users’ intellectual property rights. External use of IANS’ Materials must be presented verbatim, be limited in scope and include proper attribution. All rights not expressly granted herein are reserved.

If you breach any of these Terms, the above license will terminate automatically, and you must immediately destroy any downloaded or printed Materials.

Data Services Terms (MCP Server, Document API and Other Data-as-a-Service Offerings)

DS-1. Applicability and Order of Precedence. The provisions in this section (the “Data Services Terms”) apply only if, and to the extent that, the corporate entity that has entered into a licensing agreement with IANS (“Licensee”) has purchased or otherwise been granted access to one or more Data Services (as defined below) under an order form, subscription confirmation or other written or electronic agreement with IANS (each, an “Order Form”). If Licensee has not licensed any Data Services, these Data Services Terms do not apply, and the remainder of these Terms continues to govern Licensee’s use of the Sites and Services. With respect to the Data Services, in the event of a conflict among (a) a master services agreement or Order Form between IANS and Licensee, (b) these Data Services Terms, and (c) the remainder of these Terms, the conflict will be resolved in that order of precedence.

DS-2. Definitions. For purposes of these Data Services Terms:

DS-2.1 “Data Services” means the IANS Model Context Protocol server (“MCP Server”), the IANS document application programming interface (“Document API”), if and when made generally available by IANS, and any other data-as-a-service offering that IANS makes available under an Order Form, in each case including all associated Credentials, documentation, updates and support materials. Not all IANS clients license Data Services, and IANS may introduce additional Data Services delivery methods in the future.

DS-2.2 “Data” means the IANS practitioner intelligence, market intelligence, industry research, benchmarks, analytics, datasets, reports and related content made available by IANS to Licensee through the Data Services, including all updates, supplements and derivative compilations provided by IANS. Data constitutes Materials for purposes of these Terms.

DS-2.3 “Authorized Users” means current employees and contractors of Licensee who have a legitimate business need to access the Data solely for Licensee’s Internal Business Purposes and who have agreed to confidentiality obligations at least as protective as those in these Data Services Terms.

DS-2.4 “Internal Business Purposes” means use of the Data exclusively within Licensee’s own organization for Licensee’s own business analysis, strategic planning and decision-making. For the avoidance of doubt, Internal Business Purposes exclude any use that benefits a third party and any redistribution, resale, sublicensing or commercialization of the Data.

DS-2.5 “Derivative Work” means any analysis, report, summary, visualization, model output or other material that incorporates, is derived from or substantially references the Data.

DS-2.6 “AI/ML Training” means using the Data as input to train, fine-tune, pre-train or otherwise develop any public machine learning model, large language model, neural network or artificial intelligence system.

DS-2.7 “Synthetic Data” means data that is artificially generated by computational means (including generative AI) to mimic statistical properties of the Data.

DS-2.8 “Autonomous Agent” means any software, bot, robotic process, AI-powered automation or similar technology that accesses, queries or processes the Data without direct, real-time human oversight of each individual interaction.

DS-2.9 “Credentials” means the API keys, authenticated user logins, tokens or other authentication mechanisms issued or approved by IANS for access to the Data Services.

DS-2.10 “Enterprise AI Tool” means a corporate artificial intelligence application or service — such as Anthropic Claude corporate plans (e.g., Claude Team and Enterprise) or proprietary company AI tools — deployed under Licensee’s enterprise agreement or control that (i) restricts access to Licensee’s personnel and systems; (ii) is configured — contractually, technically or both — so that inputs to and outputs from the tool are not used to train, fine-tune or otherwise improve any artificial intelligence model made available to any party other than Licensee; and (iii) is maintained subject to commercially reasonable security controls. Individual AI plans (e.g., Claude Free, Pro or Max) that allow public LLMs to train on user data may not be used with the Data Services.

DS-3. License Grant. Subject to these Terms, the applicable Order Form and Licensee’s payment of all applicable fees (“Fees”), IANS grants Licensee a limited, non-exclusive, non-transferable, revocable license during the Term (as defined in Section DS-12) to: (a) access the Data programmatically through the Data Services using Credentials issued by IANS; (b) deliver Data retrieved through the Data Services to Licensee’s Enterprise AI Tools solely as grounding context for generating responses to queries submitted by or on behalf of Licensee’s personnel; and (c) use, reproduce and display responses and outputs incorporating the Data within Licensee’s organization solely for Internal Business Purposes. This license supplements, and does not replace, the license to the Materials granted in the Proprietary Rights and Your Use of the Sites section above.

DS-4. Individual and Enterprise Use. Access to the Data Services is authenticated at the level of an individual Credential holder; however, IANS recognizes that Data retrieved through the Data Services may subsequently be used within Licensee’s organization in circumstances where IANS cannot identify which individual is using the Data. Accordingly: (a) each Credential issued to an individual is personal to that individual, and Credential holders remain subject to the account and security obligations set forth in the Accessing the Sites and Services section of these Terms; (b) all access to and use of the Data Services or the Data occurring under Licensee’s Credentials, or within Licensee’s systems or environment, is deemed use by Licensee, whether or not the individual user can be identified and whether or not such use was authorized by Licensee; (c) Licensee shall ensure that any person or system within its organization that receives or uses the Data complies with these Data Services Terms as if such person or system were an Authorized User; and (d) Licensee shall be responsible and liable for any access to or use of the Data within its organization that violates these Data Services Terms.

DS-5. Restrictions on Use. Licensee shall use the Data exclusively for Internal Business Purposes. Except as expressly permitted under these Data Services Terms, Licensee shall not, directly or indirectly: (a) sell, resell, transfer, assign, sublicense or otherwise commercially exploit the Data or any portion thereof; (b) disclose, distribute, publish or make the Data available to any third party (including affiliates, clients, customers or partners); (c) incorporate the Data into any product, service or platform offered to third parties; (d) use the Data to create or offer a competing data product or service; (e) combine the Data with third-party data sets for external distribution or commercial exploitation; or (f) use the Data as a substitute for, or to replicate, any product or service that IANS offers or may offer.

DS-5A. Derivative Works. As between the parties, Licensee owns each Derivative Work to the extent of Licensee’s original contributions therein, subject to IANS’s continuing ownership of all Data (and all intellectual property rights therein) incorporated in or underlying such Derivative Work. Licensee may create and use Derivative Works for Internal Business Purposes without restriction, provided that no Derivative Work may: (a) be used or distributed as a substitute for, or in a manner that competes with or replicates, any product or service that IANS offers or may offer; (b) permit the extraction or reconstruction of any substantial portion of the Data; or (c) be sold, licensed, published or otherwise made available to any third party, except as permitted under Section DS-5B. Derivative Works remain subject to the attribution requirements of Section DS-9.

DS-5B. Limited External Use. Notwithstanding Section DS-5(b), Licensee may: (a) include brief, verbatim excerpts of the Data, limited in scope and with attribution to IANS, in materials prepared for Licensee’s board of directors, executives or internal governance bodies, and in non-public communications made in the ordinary course of Licensee’s business, provided such excerpting is not done on a systematic or routine basis and does not convey any substantial portion of the Data; (b) disclose Data and Derivative Works to Licensee’s outside counsel, accountants, auditors and professional advisers who are bound by professional duties of confidentiality or written confidentiality obligations no less protective than these Data Services Terms, solely in connection with their services to Licensee; and (c) disclose Data to the extent required by law, regulation, legal process or a regulatory authority, provided Licensee gives IANS prompt written notice (where legally permitted) and discloses only what is required. This Section DS-5B implements, with respect to the Data, the external-use sentence of the Proprietary Rights and Your Use of the Sites section above.

DS-6. AI and Machine Learning. Licensee shall not use the Data, in whole or in part, for AI/ML Training without IANS’s prior written consent, which may be withheld, conditioned or revoked in IANS’s sole and absolute discretion. This prohibition applies to: training foundation models, fine-tuned models or any AI/ML system; and any third-party AI or cloud service that would retain, index or learn from the Data. Notwithstanding the foregoing: (i) Licensee’s use of the Data Services to retrieve Data and deliver it to Licensee’s Enterprise AI Tools solely as grounding context for generating responses (including in a retrieval-augmented generation (RAG) configuration), as permitted under Section DS-3, does not constitute prohibited AI/ML Training, provided that such tools are contractually or technically restricted from using the Data to train, improve or otherwise modify the behavior of any AI model; and (ii) any prohibition in these Terms on systematic or programmatic download, retrieval or storage of IANS content does not apply to Licensee’s authorized use of the Data Services as expressly permitted under these Data Services Terms. All other restrictions remain in full force.

DS-7. Synthetic Data. Licensee shall not use the Data, in whole or in part, to generate Synthetic Data at scale or for distribution. For purposes of this Section, “at scale” means any automated or semi-automated process generating more than incidental volumes of synthetic records. Isolated analytical use resulting in small numbers of illustrative examples for internal presentations does not constitute prohibited Synthetic Data generation, provided the underlying Data is not disclosed.

DS-8. AI Assistants and Agentic Access. Licensee may permit artificial intelligence assistants and agentic workflows operating within Enterprise AI Tools, under Licensee’s control and at the direction of an Authorized User — including multi-step and scheduled workflows initiated by an Authorized User — to access, query and process the Data through the Data Services, and such access shall not constitute prohibited Autonomous Agent access. Licensee shall not, however: (a) permit unattended, systematic retrieval designed to extract, archive or reconstruct any substantial portion of the Data; (b) circumvent or attempt to circumvent rate limits, query caps or other technical controls imposed by IANS; or (c) permit any person or system outside Licensee’s organization to access the Data Services through such workflows. All assistant, agent and workflow activity occurring under Licensee’s Credentials is deemed use by Licensee under Section DS-4. Automated alerting, scheduled reporting and similar features offered by IANS remain available as enabled through IANS’s authorized platform.

DS-9. Attribution. Licensee shall not use any citation or IANS’s name, logo or trademarks in any manner that suggests IANS endorses Licensee’s conclusions, products or services without IANS’s prior written consent. Licensee shall not remove, alter or obscure any proprietary notices, copyright legends or attribution statements embedded in or accompanying the Data.

DS-10. Intellectual Property; Feedback; No Reverse Engineering. As between the parties, IANS retains all right, title and interest, including all intellectual property rights, in and to the Data, the methods and processes used to compile or generate the Data, all APIs and MCP Servers, and all modifications, enhancements and updates thereto. Nothing in these Data Services Terms transfers or conveys to Licensee any ownership interest in the Data. If Licensee provides IANS with suggestions, corrections, enhancements or other feedback regarding the Data or the Data Services, Licensee hereby grants IANS a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate and commercialize such feedback without restriction or compensation. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the underlying methodology, algorithms or source data used to create the Data.

DS-11. Audit Rights. IANS (or its designated third-party auditor) shall have the right, upon reasonable prior written notice of not less than ten (10) business days, to audit Licensee’s systems, records and facilities to verify Licensee’s compliance with these Data Services Terms, including verification of: the identity and number of Authorized Users; the scope and nature of Data usage; compliance with the restrictions in Sections DS-5 through DS-10; and compliance with data security requirements. Upon IANS’s written request, Licensee shall provide a written certification, signed by an officer of Licensee, attesting to the manner in which the Data has been accessed and used. Audits shall be conducted no more than once in any twelve (12)-month period (except upon IANS’s reasonable, documented suspicion of material breach), during Licensee’s normal business hours and in a manner designed to minimize disruption to Licensee’s operations; IANS and any third-party auditor shall be subject to confidentiality obligations no less protective than those applicable to the Data hereunder; and audits shall be at IANS’s expense, unless the audit reveals material non-compliance, in which case Licensee shall reimburse IANS’s reasonable audit costs.

DS-12. Term; Suspension; Termination. The license to the Data Services commences on the effective date of the applicable Order Form and continues for the subscription period specified therein (the “Initial Term”). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the Data Services subscription will automatically renew for successive periods equal to the Initial Term (the Initial Term together with any renewal terms, the “Term”). IANS may terminate Licensee’s access to the Data Services at any time for any reason or no reason upon thirty (30) days’ prior written notice, in which case IANS shall provide a pro-rated refund of any pre-paid, unused Fees. Licensee may terminate its Data Services subscription upon thirty (30) days’ prior written notice, subject to Licensee’s obligation to pay all Fees accrued through the date of termination. IANS may suspend access to the Data Services where IANS reasonably believes Licensee has materially breached these Data Services Terms; IANS will use commercially reasonable efforts to notify Licensee of any suspension promptly after exercising this right, and suspension does not waive IANS’s right to subsequently terminate. Upon termination or expiration of the Data Services subscription: all licenses granted under these Data Services Terms immediately cease; and Licensee shall promptly (and in any event within five (5) business days) destroy or delete all copies of the Data in Licensee’s possession or control, including copies held by third-party processors, and certify such destruction in writing to IANS. Notwithstanding the foregoing, Licensee may retain (a) copies of Data residing in automatic backup or archival systems pending deletion in the ordinary course, (b) copies retained to comply with applicable law, regulation or legal hold, and (c) Derivative Works created during the Term, which Licensee may continue to use for Internal Business Purposes; provided that all retained copies and Derivative Works remain subject to the confidentiality, use and attribution restrictions of these Data Services Terms, which, together with Sections DS-9, DS-10, DS-11, DS-13, DS-15 and DS-16, survive termination or expiration. Either party may terminate the Data Services subscription upon written notice if the other party materially breaches these Data Services Terms and fails to cure such breach within thirty (30) days after written notice thereof.

DS-13. Data Services Disclaimer. THE DATA AND THE DATA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IANS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. IANS DOES NOT WARRANT THAT THE DATA WILL BE ERROR-FREE, COMPLETE, CURRENT OR FREE OF INTERRUPTIONS. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE DATA. IANS SHALL NOT BE RESPONSIBLE FOR LICENSEE’S RELIANCE ON THE DATA. IANS will use commercially reasonable efforts to maintain the availability of the Data Services; however, no service level commitment applies to the Data Services unless expressly set forth in an applicable Order Form. IANS shall not be liable for any damages incurred by Licensee arising as a result of reliance upon the Data.

DS-14. Credentials and Data Security. Licensee shall implement and maintain commercially reasonable technical and organizational security measures to protect the Data and the Credentials against unauthorized access, disclosure, alteration or destruction, consistent with applicable industry standards. Licensee shall: (a) treat Credentials as confidential and protect them with at least the same degree of care it uses for its own sensitive credentials; (b) restrict access to Credentials to Authorized Users and authorized systems within Licensee’s organization that require access to perform the activities permitted under these Data Services Terms; (c) not share Credentials with any third party, including consultants, vendors or affiliates, without IANS’s prior written consent; (d) notify IANS promptly (and in any event within forty-eight (48) hours) upon discovering any actual or suspected breach of security involving the Data, or any unauthorized access to, disclosure of or misuse of Credentials; and (e) cooperate with IANS to revoke compromised Credentials and assess any unauthorized access. IANS may revoke Credentials at any time without notice if IANS reasonably believes misuse has occurred. Licensee acknowledges that IANS logs and monitors use of the Data Services — including Credential activity, query and usage-volume metadata and, as reasonably necessary for security, compliance, billing, support and service improvement, the content of queries — and that IANS processes such information in accordance with the IANS Privacy Policy.

DS-15. Data Services Fees. Licensee agrees to pay IANS the Fees set forth in the applicable Order Form, invoice or online checkout in accordance with the payment terms specified therein. All Fees are non-refundable except as expressly provided in Section DS-12. IANS reserves the right to suspend access to the Data Services for non-payment following ten (10) days’ written notice.

DS-16. Data Services Disputes. Any dispute arising out of or relating to the Data Services or these Data Services Terms shall be governed by the Governing Law and Venue and the Mandatory Arbitration and Class Action and Jury Trial Waiver provisions of these Terms, except that any arbitration of a dispute arising out of or relating to the Data Services shall be administered under the AAA’s Commercial Arbitration Rules; provided, however, that before initiating arbitration, the parties shall first attempt in good faith to resolve the dispute through escalation to senior management of each party for a period of thirty (30) days.

DS-17. Amendments to Data Services Terms. Notwithstanding the Amendments provision below, IANS may amend these Data Services Terms only by providing Licensee with at least thirty (30) days’ written notice, and Licensee’s continued use of the Data Services after the effective date of any amendment constitutes Licensee’s acceptance of the amended terms.

DS-18. Transition from POC Terms. These Data Services Terms supersede and replace in its entirety the IANS Data License Agreement (proof of concept) previously accepted by or on behalf of Licensee, effective upon the earlier of (a) Licensee’s acceptance of these Terms and (b) Licensee’s first use of the Data Services following IANS’s production release of the Data Services. Any Data accessed by Licensee during the proof-of-concept period is deemed Data licensed under, and governed by, these Data Services Terms.

DS-19. Compliance with Laws; Export Controls. Licensee shall access and use the Data Services and the Data in compliance with all applicable laws, including United States export control and economic sanctions laws and regulations. Licensee shall not access, export, re-export or otherwise make available the Data to or in any jurisdiction, or to any person or entity, where or to whom such access or availability is prohibited by applicable law, and Licensee represents and warrants that neither it nor any Authorized User is a person or entity subject to United States or other applicable sanctions or export restrictions.

6. Your Communications to the Sites

By forwarding any content or communications to IANS through the Sites or by other electronic means, you thereby grant IANS a perpetual, royalty-free, fully paid-up, worldwide, irrevocable, non-exclusive, freely transferable and freely sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, redistribute and display such content and communications in any form for the purposes of providing the Services and any purpose tangentially related to the Services. No compensation will be paid to you with respect to our or our sublicensees’ use of your communications. By providing or submitting content, you represent and warrant that you own or otherwise control all the rights to your submitted content and communications as described in this section, including all the rights necessary for you to submit the content and communications and grant the license above. Notwithstanding the foregoing, queries, prompts and other inputs submitted by or on behalf of a Licensee through the Data Services (“Client Queries”) are Licensee’s confidential information and are not subject to the license granted in this section. IANS may use Client Queries solely to provide, secure, support, bill for and improve the Services, including in de-identified or aggregated form consistent with the IANS Privacy Policy, and will not otherwise disclose Client Queries to third parties except as described in the Privacy Policy or as required by law.

7. Electronic Communications

By using the Sites and/or the Services, you consent to receiving electronic communications, including electronic notices, from IANS. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Sites and/or Materials. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications IANS sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.

8. Permitted and Prohibited Uses

When using the IANS Sites or Services, you agree that:

• Your use of the Sites is subject to and governed by these Terms;
• You will only access or use the Sites and transact business with IANS if you are at least eighteen (18) years old;
• You will use the Sites solely for its Services offered in the normal course of business;
• You will comply with and be bound by these Terms as they appear on the Sites each time you access and use the Site;
• You will always act in accordance with all applicable laws, regulations and customs, and in good faith;
• Each use of the Sites by you indicates and confirms your agreement to be bound by these Terms;
• These Terms are a legally binding agreement between you and IANS that will be enforceable against you;
• You may not systematically or programmatically download, store, archive, reproduce, republish, modify, create derivative works from, distribute, publicly perform or display, or otherwise exploit any portion of the content for the purpose of building, directly or indirectly, a collection, compilation, library, database or directory of IANS’ content, products or service deliverables—whether for internal use, resale, competitive analysis or any other purpose not expressly authorized in writing by IANS;
• You will provide accurate and complete information when creating an account and using our Services;
• You will use the Sites and Services in a responsible and ethical manner, respecting the rights of other users and third parties;
• You will keep your account information confidential and secure, including your username, password and any other access credentials;
• You will use the Client Portal responsibly to access resources, communicate with IANS staff and manage your account;
• You will use "My Products" to access and manage the Services and resources you have purchased or subscribed to; and
• You will manage your account settings, including contact information, preferences and notification settings, through the "Account Settings" feature;

You further agree to not use the Sites in any way that:

• Violates the rights of others, including but not limited to intellectual property rights, privacy rights and contractual rights;
• Interferes with the operation of our Sites or Services, including attempts to disrupt, disable or impair any other person’s access to and use of our Sites, platforms or systems;
• Changes or alters the Sites or content or Services that may appear on the Sites;
• Interferes with or induces a breach of the contractual relationships between IANS and its employees;
• Is in any way unlawful or prohibited, or that is harmful or destructive to anyone or their property;
• Transmits any advertisements, solicitations, schemes, spam, flooding or other unsolicited email and commercial communications;
• Transmits any harmful or disabling computer codes or viruses;
• Harvests email addresses from the Sites;
• Transmits unsolicited email to the Sites or to anyone whose email address includes the domain name of the Sites;
• Interferes with our network services;
• Attempts to gain unauthorized access to our network services;
• Suggests an express or implied affiliation or relationship with IANS without its express written permission;
• Unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity;
• Transmits or uploads violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing or otherwise objectionable content or images;
• Dilutes or depreciates IANS’ or any of our affiliates’ name and reputation;
• Transmits or uploads content or images that infringe upon any third party’s intellectual property rights or right to privacy; or
• Unlawfully transmits or uploads any confidential, proprietary or trade secret information.

The foregoing prohibitions do not apply to authorized API access or other means that are agreed to, in writing, by IANS, including access to IANS content through the IANS MCP Server, the Document API or other Data Services in accordance with the Data Services Terms above.

9. Reliance on Information Posted

The information presented on or through the Sites is made available solely for general information purposes. The information provided does not constitute legal advice or counsel. IANS does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. IANS disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Sites, or by anyone who may be informed of any of its contents. IANS shall not be liable for any damages incurred by you arising as a result of reliance upon content on the Sites.

Content on the Sites may originate from various sources. This includes material developed by IANS' internal AI systems, as well as contributions from third parties. Third-party content can encompass materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by IANS, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. IANS is not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third party.

• Client Portal Content and Ask-an-Expert: Many views or opinions presented in these documents or formats are those of the Faculty and do not necessarily represent the views and opinions of IANS. Although reasonable efforts will be made to ensure the completeness and accuracy of the information contained in our written reports, no liability is accepted by IANS or our Faculty for the results of any actions taken by you in connection with such information, opinions or advice.
• Vendor Case Studies: Any views or opinions presented in these documents are solely those of the interviewed customer at the time of the interview and do not necessarily represent the views and opinions of IANS. No liability is accepted by IANS or our Faculty for the results of any actions taken by you in connection with such information, opinions or advice.
• CISO Inquiry: Any views or opinions presented in this document are solely those of the CISO Inquiry Community participants and do not necessarily represent the views and opinions of IANS. Although reasonable efforts will be made to ensure the completeness and accuracy of the information contained here, no liability is accepted by IANS for the results of any actions taken by you in connection with such information, opinions or advice. IANS is not responsible for any reliance on the content. These documents are for your internal use only.

10. Third-Party Links

These Sites may link to other websites that are not controlled or operated by IANS (collectively, “Third-Party Sites”). Certain areas of the Sites may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on these Sites to be shared with your contacts in your Third-Party Site account and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than IANS, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. IANS provides links to the Third-Party Sites to you as a convenience, and IANS does not verify, make any representations or take responsibility for such Third-Party Sites, including the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT IANS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Sites to any product, service, publication, institution or organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.

11. Linking to the Sites and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The Sites may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on these Sites.
• Send emails or other communications with certain content, or links to certain content, on these Sites.
• Cause limited portions of content on the Sites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by IANS and otherwise in accordance with any additional terms and conditions IANS provides with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website not owned by you.
• Cause the Sites or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking or inline linking.
• Otherwise take any action with respect to the materials on the Sites that is inconsistent with any other provision of these Terms.

The websites from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms. You agree to cooperate with IANS to stop any unauthorized framing or linking immediately. IANS reserves the right to withdraw linking permission without notice. IANS may disable all or any social media features and any links at any time in our sole discretion and without notice.

12. Copyright Complaints

IANS respects the intellectual property of others. If you believe your work has been copied in a way that constitutes copyright infringement, please contact IANS as provided in the Contact Information section.

13. Federal and State Laws

The Sites and their services are operated from the U.S. and governed by U.S. federal, state and local laws. While the Sites are accessible to users outside the U.S., IANS does not represent that our content is appropriate or available for use in other jurisdictions. Users outside the U.S. access and use the Sites at their own initiative and are responsible for complying with all applicable local laws and regulations in their respective countries. By using the Sites, you agree to comply with all relevant laws, including those of the U.S. and your own jurisdiction.

14. Minimum Age

IANS does not allow persons under the age of eighteen (18) to use the Sites. By using the Sites, you represent and warrant that you are eighteen (18) years of age or over.

15. Disclaimer of Warranties

Your use of the Sites is at your own risk. The Materials have not been verified or authenticated in whole or in part by us, and they may include inaccuracies or typographical or other errors. IANS does not warrant the accuracy or timeliness of the Materials contained on these Sites. IANS has no liability for any errors or omissions in the Materials, whether provided by IANS, our licensors or suppliers or other users. TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN OR ON THE SITES, THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE SITES AND ANY REFERENCED THIRD-PARTY SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ANY THIRD-PARTY GOODS OR SERVICES PROVIDED ARE SUPPLIED AS A CONVENIENCE TO YOU AND DO NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP OR ENDORSEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, IANS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT ALLOWED BY LAW, IANS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITES, THE MATERIALS, ANY CONTENT OR OTHER POSTED MATERIALS ON THE SITES IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

BY PROVIDING THE SERVICES ON THE SITES, IANS DOES NOT IN ANY WAY PROMISE THAT THE SERVICES WILL REMAIN AVAILABLE TO YOU. IANS IS ENTITLED TO TERMINATE ALL OR PART OF ANY OF THE SITES AT ANY TIME, AT OUR SOLE DISCRETION WITHOUT NOTICE TO YOU.

16. Limitation of Liability

IANS CANNOT GUARANTEE THE SITES WILL BE AVAILABLE ONE HUNDRED PERCENT (100%) OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH IANS STRIVES TO PROVIDE THE MOST RELIABLE WEBSITES REASONABLY POSSIBLE, INTERRUPTIONS AND DELAYS IN ACCESSING THE SITES ARE UNAVOIDABLE AND IANS DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.

NOTWITHSTANDING THE FOREGOING, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SITES, THE MATERIALS AND ANY CONTENT OR SERVICES OBTAINED THROUGH THE SITES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF FIFTY DOLLARS ($50) OR THE FEES PAID OR PAYABLE BY YOU TO IANS IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. WITH RESPECT TO DATA SERVICES FOR WHICH LICENSEE HAS PAID FEES, IANS’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE DATA SERVICES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE FOR THE DATA SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

IN NO EVENT WILL IANS BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SITES, OR ON ANY OTHER HYPERLINKED WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF IANS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Indemnification

You agree to indemnify, defend and hold harmless IANS and, to the extent applicable, our subsidiaries and affiliates, and each of their and our respective directors, officers, shareholders, employees, agents, representatives, clients, contractors and third-party service providers, for any and all losses, claims, demands, actions, liability, fines, penalties and expenses (including reasonable legal fees) that may arise from any of your acts through the use of the Sites. Such acts may include: (a) providing content to or communicating with IANS or, to the extent applicable, our subsidiaries or affiliates; (b) unauthorized use of material obtained through the Sites; (c) engaging in a prohibited activity; or (d) any other action that breaches these Terms. IANS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

18. Injunctive Relief

You acknowledge that IANS may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, IANS shall be entitled, without prejudice to any other rights and remedies that may be sought under the mandatory arbitration provision of these Terms, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of these Terms. For the purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state or federal courts located in Massachusetts. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

19. Mandatory Arbitration and Class Action and Jury Trial Waiver

Most concerns can be resolved quickly and to your satisfaction by contacting IANS as set forth in the “Contact Information” section below.

In the event that IANS is not able to resolve a dispute, and with the exception of the claims for injunctive relief by IANS as described above and to the extent allowed by law, you hereby agree that either you or IANS may require any dispute, claim or cause of action (“Claim”) between you and IANS or any third parties arising out of use of the Sites, the Services and any other actions with IANS (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) to be arbitrated on an individual (non-class) basis. Claims also include, except as otherwise provided herein, disputes related to the coverage, applicability, arbitrability, enforceability, formation, scope or validity of these Terms, including this Arbitration provision, all of which shall be subject to the sole power of the arbitrator as described herein. Notwithstanding anything else herein, the enforceability of the Class Action Waiver shall be determined by a court. In addition, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law or is not transferred, removed or appealed from small claims court to any different court. Additionally, if you are a California resident, you retain the right to obtain public injunctive relief from any court with proper jurisdiction.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. ADDITIONALLY, ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL BASIS, AND, THEREFORE, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT. AS PART OF THIS WAIVER, YOU AGREE THAT YOU WAIVE THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN AN ARBITRATION; THAT EXCEPT AS OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT, CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.

You and IANS agree that your use of the Services involves interstate commerce, and that this arbitration agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Claims at issue. The arbitrator must follow, to the extent applicable: (a) the substantive law of the state in which IANS entered into the transaction giving rise to this arbitration agreement; (b) the applicable statutes of limitations; and (c) claims of privilege recognized by law. The arbitrator will not be bound by federal, state or local rules of procedure and evidence or by state or local laws concerning arbitration proceedings.

If either you or IANS elect to arbitrate a Claim, the dispute shall be resolved by binding arbitration administered under the applicable rules of the American Arbitration Association (“AAA”). Either you or IANS may elect to resolve a particular Claim through arbitration, even if the other party has already initiated litigation in court related to the Claim, by: (a) making written demand for arbitration upon the other party, (b) initiating arbitration against the other party, or (c) filing a motion to compel arbitration in court.

If this is a consumer-purpose transaction, the applicable rules will be the AAA’s Consumer Arbitration Rules. The applicable AAA rules and other information about arbitrating a claim under AAA, including how to submit a dispute to arbitration, may be obtained by visiting its website at https://www.adr.org/ or by calling 1-800-778-7879. If AAA will not serve as the administrator of the arbitration, and you and IANS cannot then agree upon a substitute arbitrator, you and IANS shall request that a court with proper jurisdiction appoint an arbitrator. However, IANS will abide by the applicable AAA rules regardless of the forum. Arbitration shall be conducted in the county and state where you accepted these Terms, where you reside or another reasonably convenient place to you as determined by the arbitrator, unless applicable laws require another location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as provided in applicable statutes, the arbitrator’s award is not subject to review by the court, and it cannot be appealed. The parties will have the option to request and receive a statement of reasons for the arbitration award.

If you elect to file the arbitration, and this is a consumer-purpose transaction, you will pay the filing fee to the extent required by AAA’s Consumer Arbitration Rules but not to exceed the cost of filing a lawsuit. Any amount above what it would cost you to file a lawsuit, IANS will pay. All other arbitration fees and expenses shall be allocated to IANS according to AAA rules. Except for the arbitration fees and expenses, each party shall pay its own costs and fees incurred (including attorneys’ fees), unless the arbitrator allocates them differently in accordance with applicable law. This paragraph applies only if this is a consumer-purpose transaction.

Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar Claims (including yours) are asserted against IANS by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you and IANS agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) shall apply. YOU AGREE TO THIS PROCESS EVEN THOUGH RESOLUTION OF YOUR CLAIM MAY BE DELAYED AND ULTIMATELY PROCEED IN COURT. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Claims, streamline procedures, address the exchange of information, modify the number of Claims to be adjudicated, and conserve the parties’ and the AAA’s resources. If your Claim is part of a Mass Arbitration, any applicable limitation periods (including statutes of limitations) shall be tolled for your Claim from the time that your Claim is first submitted to the AAA until your Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved or opted out of arbitration pursuant to this provision.

Stage One: In Stage One, if at least fifty (50) Claims are submitted as part of the Mass Arbitration, claimants’ counsel and IANS will each select an equal number of Claims to be filed in arbitration and resolved individually by different arbitrators. For example, claimant and IANS will each select 25 Claims (50 Claims total). The number of Claims to be selected to proceed in Stage One can be modified by agreement of counsel for the parties provided that, if there are fewer than 50 Claims, all shall proceed individually in Stage One. The remaining Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the first stage. After this initial set of proceedings, the parties must engage in a single mediation of all remaining Claims, and IANS will pay the mediation fee.

Stage Two: If the parties cannot agree how to resolve the remaining Claims (if any) after mediation, claimants’ counsel and IANS will each select an equal number of Claims per side—not to exceed 50 Claims total—to be filed and to proceed as cases in individual arbitrations as part of Stage Two. The number of Claims to be selected to proceed as part of Stage Two can be modified by agreement of counsel for the parties provided that if there are fewer than 50 Claims remaining, all shall proceed individually in Stage Two. The remaining Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the second stage. After Stage Two is completed, the parties must engage in a single mediation of all remaining Claims, and IANS will pay the mediation fee.

Upon the completion of the mediation in Stage Two, each remaining Claim (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of these Terms. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Claims in individual arbitrations consistent with the process set forth in Stage Two (except Claims shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitration and the assessment or collection of arbitration fees. The Procedures for Mass Arbitration and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Procedures for Mass Arbitration apply to your Claim and are not enforceable, then your Claim shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms.

Notwithstanding anything to the contrary in these Terms, and except as otherwise set forth in this paragraph, the agreement to arbitration may be amended by IANS only upon advance notice to you. If IANS makes any amendment to this agreement to arbitration (other than renumbering the agreement to align with any other amendment to the Terms) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding or action against IANS prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by this agreement to arbitration that have arisen or may arise between you and IANS. However, IANS may amend this agreement to arbitration and not provide you with notice; in that case, the amendments will not apply to you and the agreement to arbitration contained in these Terms to which you agreed will continue to apply to you and IANS as if no amendments were made.

If any part of this arbitration provision is invalid, all other parts of it remain valid. However, if the class action limitation is invalid, then this arbitration provision is invalid in its entirety, provided that the remaining Terms shall remain in full force and effect. This arbitration provision will survive the termination of your use of the Sites, the Services and any other actions with IANS.

YOU MAY REJECT THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS OF ACCEPTING THE TERMS BY EMAILING IANS AT PRIVACY@IANSRESEARCH.COM AND INCLUDING IN THE SUBJECT LINE “REJECTION OF ARBITRATION PROVISION.”

20. Other Terms

Merger

These Terms (which hereby incorporate by reference any other provisions applicable to the use of the Sites) constitute the entire agreement between you and IANS and they supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and IANS with respect to the Sites and information, software, products and services associated with it.

Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of Massachusetts, excluding its conflicts of law rules, and the U.S. Except as set forth in the agreement to arbitration and without waiving it, you agree that any dispute arising from or relating to the subject matter of these Terms (including but not limited to if you opt out of the agreement to arbitration) shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Boston, Mass., except where the jurisdiction and venue are mandated by applicable assignment.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. IANS may freely assign our obligations and rights under these Terms, including all personal information in our possession that IANS has collected during your use of the Sites as further described in our Privacy Policy.

No Waiver

No failure, omission or delay on the part of IANS in exercising any right under these Terms will preclude any other further exercise of that right or other right under these Terms.

Severability

If any provision of these Terms is held to be void, against public policy, invalid, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then such provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be struck from these Terms in its entirety and the remaining provisions of these Terms shall remain in full force and effect.

Headings

The provision of section headings is for convenience of reference only and shall not affect the interpretation of these Terms.

Typographical Errors

Information on the Sites may contain technical inaccuracies or typographical errors. IANS attempts to make the Sites’ postings as accurate as possible, but IANS does not warrant the content of the Sites is accurate, complete, reliable, current, or error-free.

Amendments

IANS reserves the right to amend these Terms at any time by posting the amended terms on our websites. Your continued use of the Sites or Services after any such amendments constitutes your acceptance of the amended terms.

21. Conclusion

These Terms outline the terms governing your use of the IANS Sites and Services. By accessing or using our Sites or Services, you agree to these Terms, including limitations of liability, intellectual property protection, and dispute resolution provisions. It is your responsibility to understand and comply with these Terms. If you do not agree with any part of these Terms, you should not use our Sites or Services.

22. Contact Information

If you have any questions about these Terms, please contact IANS at:

IANS
2 Center Plaza, Suite 500
Boston, MA 02108
privacy@iansresearch.com