Membership Terms of Service

Membership in the Technology & Services Industry Association (“TSIA”) is governed by these terms of service (the “Terms”). The Terms are an integral part of the Membership Agreement between TSIA and the Member listed in the Membership Agreement. The Membership Agreement lists the Research Areas covered by the Member’s membership. A “Research Area” is a body of research and IP organized around a technology company management discipline. Any reference to the “Agreement” contained in the Membership Agreement document or these Terms shall mean the Membership Agreement document, these Terms, the TSIA Privacy Policy, any documents referenced or incorporated by reference in any of them, and any later amendment or addendum to any of the foregoing.

THESE TERMS COVER THE TERMS OF SERVICE UNDER WHICH THE MEMBER USES TSIA’S CONTENT, PRODUCTS, AND SERVICES.

1.  Entitlements. In consideration of the Membership Fee set forth in the Membership Agreement, TSIA will provide Member with all membership entitlements as set forth in the Membership Agreement. The content, products, services, and benefits offered by TSIA as membership entitlements are referred to in these Terms as the “Entitlements.” Entitlements vary by membership type. Member’s membership type is shown on the Membership Agreement. Member shall limit distribution of Entitlements to individuals within Member’s own organization and shall not distribute them to any third parties. TSIA reserves the right to modify, add, or discontinue any aspect, content, or feature of the Entitlements, provided that any such changes do not materially adversely affect the value of the membership.

   a.     TSIA Portal

        i. TSIA Portal (“Portal”) is a digital product experience which allows users to view and/or redeem the products and services provided by TSIA.

        ii. If Member believes that any content on the Portal violates its copyright rights, please send TSIA a written, signed “take down” request notice through the link for reporting copyright complaints on the Portal or by sending a notice to TSIA under Section 18 below. Any such request must be in the form of a sworn statement made under penalty of perjury and must include information sufficient to identify the work Member claims to have been infringed, to provide TSIA with means to communicate with Member, to confirm that the use Member reports is unauthorized, and a statement that Member is the copyright owner.

   b.  Onboarding and Engagement

        i. As part of the membership activation, TSIA sets up the Member TSIA Portal access by assigning an organization owner and administrators.

        ii. For each Research Area Membership listed in the Membership Agreement, TSIA will deliver one (1) virtual new member onboarding session, and semi-annual membership engagement reviews of membership objectives and utilization of TSIA programs and content by Member staff.

        iii. Digital user onboarding is a condition for Member’s users to have access to Member- Protected Content (defined below) via the Portal. In order to access Member-Protected Content (defined below), Member’s users will be required complete a digital onboarding consisting of creating an account on the TSIA Portal at https://portal.tsia.com, agreeing to the terms of the Online User Agreement, and completing a four-step workflow during which information is collected to make content recommendations to the users.

   c.  Research Inquiries

        i. Requests for TSIA advice or data (“Research Inquiries”) are accommodated with a written email response or, at researcher discretion, a 30-minute phone conversation, and must be submitted via the Portal.

        ii. Research Inquiries will receive a response by email or phone within three (3) business days for Standard memberships, two (2) business days for Premium memberships, and one (1) business day for Premium Plus memberships. The response will result either in inquiry resolution, or an estimate of the time required to deliver a resolution. If the inquiry is determined to be out of scope, Member will be notified, and no deduction will be made to the allotment of Research Inquiries.

        iii. Research Inquiry entitlements are available for Standard, Premium, and Premium Plus memberships only, are allotted annually, and cannot be carried forward to subsequent membership terms.

    d.   Advisory

        i. The TSIA Advisory Catalog consists of AdvisoryBlocks, Workshops, Speaking, Inquiry, Data Services, STAR Awards, Performance Optimizer, TSIA Passport and Premium Credits. Advisory is a service that provides an opportunity for Members to engage with TSIA experts for tailored guidance and strategic support in addressing specific business challenges. Advisory empowers you to quickly and easily bring the right stakeholders into a conversation with a TSIA Research Executive.

        ii. Member must submit an Advisory Order (“Order”), have it scheduled, and delivered thirty (30) days prior to the end date of the Membership Term. An Order remaining undelivered at the end of the Membership Term will be cancelled.

        iii. An Order open for more than ninety (90) days will be cancelled.

        iv. Orders will not be delivered during the following periods: (a) the week before, the week of, and the week after each TSIA Conference; and (b) the week of TSIA kick-off meetings (typically the third week of February).

    e.  Performance Optimizer, Benchmark Review

          i. For each Research Area Membership contracted for in the Membership Agreement, TSIA will deliver a number of Benchmark Reviews per year as defined in the Membership Agreement, upon completion of the Research Area Benchmark Survey (defined below).

          ii. Member must submit benchmark data three (3) months prior to the end date of the Membership Term to receive the Benchmark Review and associated deliverables and content during the Term of this Agreement.

          iii. Provided that Member has participated in the Benchmark Survey for a Research Area subscribed to under this Agreement, access to the benchmark data for that Research Area is available only during the period that Member is a current subscriber to that same Research Area.

          iv. Access to complete a benchmark is available for 90 days from the date the benchmark is opened to the Member. If a benchmark is not completed within 90 days, it will be considered “expired.” Members can then restart the benchmark but may need to resubmit some information for TSIA to provide an accurate benchmark readout.

          v. This review is not available for “Free users”. For “Digital” subscription plans, the review is a self-service experience with no TSIA Research Executive participation.

     f.  Premium Credits

          i. The Premium Credits included in a Premium or Premium Plus Membership Agreement can be redeemed for the delivery of advisory offerings not otherwise included in the Entitlements. A complete list of these advisory offerings—including detailed descriptions and agendas—is available from the TSIA Member Success team.

          ii. Members must submit requests for these advisory offerings three (3) months prior to the end date of the Membership Term to receive the delivery of these offerings and associated deliverables and content during the Term of this Agreement.

          iii. Premium Credits entitlements are allotted annually and cannot be carried forward to subsequent membership terms.

     g.  Transfers

          i. Membership in a Research Area contracted for in the Membership Agreement may not be transferred to another Research Area during the Term of the Agreement.

          ii. Entitlements may not be transferred from one Research Area to another Research Area during the Term of the Agreement.

2.  User Management

     a.  Member’s workers (employees of the same organization as the Member) can become users of TSIA Content (defined in Section 7). There are three types of users:

          i. “Free Users” are Member’s workers whose profiles are not linked to Member in the Portal or workers for non-member companies.

          ii. “Non-Permissioned Users” are workers that are linked to Member in the Portal and are permitted to access Member-Protected Content.

          iii. “Permissioned Users” are workers that are linked to Member in the Portal and are permitted to access Member-Protected Content. They also are authorized on behalf of Member to use its allocated Entitlements and, in the case of Premium and Premium Plus memberships, Premium Credits, and to designate Member workers who will receive Entitlements or their benefits. For instance, a Permissioned User may have the authority to distribute vouchers to attend a conference to various coworkers.

     b.  With the exception of Free Users, a Research Area subscription includes an unlimited number of Non-Permissioned Users and Permissioned Users, as explained in 2.e.

     c.  There is no limit on the number of Free Users, and even individuals outside of Member’s organization can become Free Users.

     d.  Member can add any number of Non-Permissioned Users and Permissioned Users (up to Member’s Allotment) to use Entitlements in one of two ways:

i) by inviting them through the TSIA Portal during the subscription term, or ii) at the time of subscription renewal, through TSIA’s member success manager. At the time of renewal, Non-Permissioned Users and Permissioned Users added during the previous membership term that are over the permitted Allotment will either be added to the renewal agreement or removed from the TSIA Portal.

     e.  Each of Member’s users can add up to 24 other individuals from the Member company to become Free Users.

     f.  Subject to the limits of Allotment, Member can change the user type of any of its users from time to time.

3.     Fees

     a.  Fees Owed. Member shall pay the Membership Fees set forth in the Membership Agreement.  The parties acknowledge that TSIA has a revenue-based pricing model that establishes “Tiers” of membership. Members with lower revenue start their growth journey with a base level of membership Entitlements at the most modest level of pricing. Members with greater revenue are in higher Tiers of membership and receive greater Entitlements to match their growth.

     b.  Payment Terms. A payment schedule for Membership Fees is set forth in the Membership Agreement. After execution of the Membership Agreement, TSIA will send Member invoices for payments due. Payments shall be due within 30 days from the invoice date.

     c.  Purchase Orders. If a valid purchase order is required by the Member for TSIA to send Member an invoice, and if such purchase order is not received within 30 days from the date of signature below, membership Entitlements under this Agreement will be suspended until a valid purchase order has been received by TSIA.

     d.  Service Fees. Service fees, to cover the cost of processing charges, will be incurred when payment is received by credit card, as follows:

          i. Visa and MasterCard      2.5%

          ii. American Express          3.9%

4.     Confidentiality

     a.  Performance Optimizer Benchmark Data. “Performance Optimizer Benchmark Data” means measures of a member’s operational and financial performance compared to the performances of other members gathered via Benchmark Surveys.

     b.  Performance Optimizer Benchmark Survey. “Performance Optimizer Benchmark Survey” means all types of surveys conducted by TSIA to collect operational and financial performance data, including but not limited to Research Area Benchmarking Studies, Multi-Member Studies, Member Surveys, and Quick Polls.

     c.  Confidential Information. Subject to Section 6(a), “Confidential Information” means confidential or other proprietary information that is disclosed by one party (the “Disclosing Party” with respect to such information) to the other party (the “Receiving Party” with respect to such information) under this Agreement, including without limitation Performance Optimizer Benchmark Data; business and product plans; forecasts; information about potential or current customers, members (number, type, size, etc.), or vendors; customer, member, or vendor lists; information about the Disclosing Party’s finances or headcount; hardware and software designs and code; schematics; drawings; product specifications and documentation; and other confidential business information. “Confidential Information” also includes any information disclosed by a Disclosing Party to a Receiving Party that is considered to be Confidential Information in a nondisclosure agreement with a third party after the Receiving Party is notified of such nondisclosure agreement. Confidential Information shall not include information that: (i) is in the Receiving Party’s possession without restrictions of confidentiality prior to receipt from the Disclosing Party, (ii) is or becomes public knowledge other than due to disclosure by theReceiving Party, (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party, if such development was accomplished without the use of the Disclosing Party’s Confidential Information.

     d.  Disclosure and Use of Confidential Information. The Receiving Party shall (i) not disclose, directly or indirectly, to any third party any portion of the Confidential Information it receives from the Disclosing Party without the prior written consent of the Disclosing Party; (ii) not use or exploit the Confidential Information in anyway except for the purpose of performing this Agreement or obtaining the benefits of TSIA membership; (iii) promptly return or destroy, at the Disclosing Party’s option, all materials and documentation comprising or containing the Confidential Information received from the Disclosing Party within ten (10) days after termination of this Agreement or upon request of the Disclosing Party subject to Section 6(e) unless preservation of such Confidential Information is required by applicable law; (iv) take all reasonably necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as the Receiving Party would with its own confidential information, but in no event less than a reasonable degree of care; (v) disclose Confidential Information to employees or contractors only if they have a need to know the Confidential Information; (vi) cause its employees or contractors who receive access to Confidential Information to abide by the restrictions and terms of this Agreement; and (vii) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. All Confidential Information is and shall remain the property of the Disclosing Party or the third party that disclosed the Confidential Information to the Disclosing Party.

     e.  Preservation Obligations. Nothing in this Agreement, however, shall be deemed to preclude a Receiving Party from preserving Confidential Information when such preservation is required by applicable law, including without limitation applicable law requiring the preservation of evidence relevant to a dispute.

     f.  Injunctive Relief.The Receiving Party acknowledges that breach of this Section shall cause irreparable harm to the Disclosing Party that is inadequately compensable in damages and acknowledges that the Disclosing Party is entitled to injunctive relief for such breach.

5.     Data Protection and Generative Artificial Intelligence

     a.  Privacy. The collection and use of personal information of Member’s individual users is described in TSIA’s Privacy Policy as amended from time to time, which is incorporated by reference herein. Any amendments made by TSIA to its Privacy Policy shall be consistent with applicable data protection laws and shall not materially adversely affect the privacy rights of individual users.

     b.  Security. Profiles are specific to individuals. Therefore, Member shall not permit users to share access to their user profiles with anyone else. Also, Member shall ensure that Member’s users secure their passwords and keep them confidential. Members shall inform TSIA immediately by email sent to privacy@tsia.com, if it has reason to believe that the security of a user’s password has been compromised.

     c.  Generative Artificial Intelligence

          i. “Generative AI” means a form of artificial intelligence that generates new and original software, data, or other content using algorithms and machine learning models trained on a large data set of examples.

          ii. “Generative AI System” means a chatbot, API, Supplemental Browser Software Component, Chatbot plugin, or other application that receives prompts, queries, and other inputs and produces or conveys outputs based on the use of Generative AI.

          iii. “Chatbot Plugin” means a plugin software component that adds a specific feature to an existing chatbot, which may include accessing data beyond its training data or connecting with the APIs of third parties, for example to obtain products or services from these third parties.

          iv. “Supplemental Browser Software Components” means browser plugins, extensions, and other add-ons that add features to browser software.

          v. Member shall not copy, paste, transmit, or otherwise use any Publicly Available Content or Member-Protected Content (see Section 7 below) as prompt, query, or other input for use with a Generative AI System.

          vi. Member shall not publish any content relating to TSIA that Member copied or derived from any output of a Generative AI System.

6.     Information Provided to TSIA. TSIA and Member contemplate that Member may provide TSIA with data and information for use in developing Performance Optimizer Benchmark Surveys, industry recognition, industry analyses, and member-specific assessments. Member may disclose such data and information as it deems necessary and helpful for these purposes. While TSIA is committed to respecting the integrity of its members’ data and information, such data and information delivered to TSIA shall be treated as Confidential Information only as provided in this Section 6.

     a.  Confidential Information. Information disclosed by Member to TSIA shall be deemed “Confidential Information” if and only if (i) it is clearly marked as “Confidential Information,” (ii) if disclosed orally, it is designated as Confidential Information at the time of disclosure and confirmed as such in writing within seven (7) days thereafter.

     b.  Analysis-Relevant Information. “Analysis-Relevant Information” means information relevant to the development, maintenance, or publication of TSIA Content, including but not limited to Performance Optimizer Benchmark Data (defined in Section 4.a.), industry data, and TSIA frameworks. Analysis-Relevant Information does not include personally identifiable information.

     c.  Use of Analysis-Relevant Information. Not withstanding Section 4(d), TSIA shall have the right to aggregate and compile Member’s Analysis-Relevant Information with any other Analysis-Relevant Information and other data and information for the purpose of creating, maintaining, and publishing TSIA Content for Member and other TSIA members (even if the Analysis-Relevant Information is Confidential Information), provided, however, that TSIA will not disclose the source of the Analysis-Relevant Information sourced by company name or other identifying information without the written consent of Member.

     d.  License. To assist in the creation, maintenance, and publication of TSIA Content for Member and other TSIA members, Member hereby grants TSIA anon-exclusive sub licensable license to use, make copies of, prepare derivative works of, and distribute any Analysis-Relevant Information provided by Member and contained in TSIA Content created under Section 6(c), subject to the terms and conditions in Section 6(c).

     e.  Return or Destruction. TSIA shall return to the disclosing Member or destroy any Member Confidential Information in TSIA’s possession under Section 4(d) (iii), but such obligation to return or destroy does not include any de-identified information already aggregated and compiled for inclusion in TSIA Content.

     f.  Restricted Information. Member shall not provide TSIA or any other member any information (i) that may not be disclosed to others pursuant to any restrictions under a confidentiality agreement or trade secret law or (ii) in violation of any applicable law, including but not limited to export restrictions, privacy laws, or laws regulating the transfer of information or data concerning or comprising munitions or weapons (including without limitation the International Traffic in Arms Regulations, 22 C.F.R. § 120-130or equivalent foreign laws).

     g.  Intellectual Property Rights

          i. “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect information or TSIA Content exchanged hereunder or any third-party information, works of authorship, or technology. Such rights and protections include, but are not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; moral rights; and trademarks, service marks, trade names, product names, and brand names.

          ii. Member represents and warrants that the information it provides TSIA does not and will not violate the Intellectual Property Rights of any party.

7.     TSIA Content. As one of the Entitlements, TSIA delivers to Member and other member companies from time-to-time certain publications, programming materials, media recordings, reports, aggregations, compilations, studies, analyses, and other works of authorship (“TSIA Content”). TSIA Content includes both content TSIA makes available to the public (“Publicly Available Content”) and content (including but not limited to Performance Optimizer Benchmark Data) which is available only to members through their memberships ("Member-Protected Content”). TSIA Content includes but is not limited to Performance Optimizer Benchmark Surveys, Performance Optimizer Benchmark Data, Performance Optimizer Benchmark Survey readouts, frameworks, research reports, industry analyses, trend studies, live and on-demand webcasts and podcasts, Research Inquiry responses, books and eBooks, and conference presentations. TSIA creates some TSIA Content or portions of them based on information received under license from Member and other TSIA members. Member acknowledges that all TSIA Content is the sole property of TSIA and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Member acknowledges that TSIA and/or its licensors own all Intellectual Property Rights in the TSIA Content.

     a.  Member-Protected Content and Internal Use License

          i. Member-Protected Content constitutes TSIA Confidential Information and, without limiting the generality of Section 4, may not be disclosed, shared, or transferred to third parties, including but not limited to agents, representatives, vendors, and customers of Member. Member-Protected Content may not be used for external sales and marketing purposes, including for sales presentations, advertising, or marketing campaigns. Member-Protected Content is intended exclusively for the Member’s internal use and shall not be used to provide products or services to Member’s customers.

          ii. TSIA hereby grants Member a non-exclusive, non-transferable, and non-sublicensable license (or sublicense from a TSIA partner or other member) to use, make copies, and distribute Member-Protected Content internally, for instance to Member’s workforce.

          iii. Permissible internal uses and distribution under the foregoing license include, but are not limited to:

               1. Posting TSIA Content to internal websites or other means of broad internal distribution.

               2. Including TSIA Content in slides for internal presentations.

               3. Referencing TSIA Content during company meetings.

          iv. As a condition of the license in Section 7(a)(ii), appropriate attribution of the source/author of the Member-Protected Content, whether TSIA or a member or partner company, is required, and Member shall preserve and not remove any proprietary marks, legends, and copyright notices that appear in the Member-Protected Content, or any portion thereof.

          v. Only Member’s Non-Permissioned Users and Permissioned Users (see Section 2(a)) will have access to Member-Protected Content.

     b.  External Use

          i. TSIA hereby grants Member a non-exclusive, non-transferable, and non-sublicensable license (or sublicense from a TSIA partner or other member)to use, make copies, and distribute Publicly Available Content internally, for instance to Member’s workforce, and to third parties outside its own organization, including customers, prospective customers, partners, analysts, investors, and others.

          ii. As a condition of the license in Section 7(b)(i), appropriate attribution of the source/author of the Publicly Available Content, whether TSIA or a member or partner company, is required, and Member shall preserve and not remove any proprietary marks, legends, and copyright notices that appear in the Publicly Available Content, or any portion thereof.

          iii. All of Member’s users are entitled to access Publicly Available Content.

8.  Publicity.  Upon receipt of this signed agreement, TSIA may publicly announce Member's membership via e-mail, web, blog, social media, or other means of digital publication. TSIA shall have the right to use Member's name and logo on TSIA's membership list, website, and other marketing materials for so long as Member maintains an active membership. TSIA will comply with any reasonable trademark usage guidelines provided by Member to TSIA in advance of such use. If TSIA elects to issue a press release regarding Member's membership or involvement in any TSIA activities, it will first obtain prior approval by Member.

9.  Eligibility.  Member represents and warrants that neither it nor any of its users are on, or affiliated with an organization that is on, the United States Commerce Department’s Denied Parties List, Entity List, or Unverified List; the United States Department of theTreasury’s or the United States Office of Foreign Assets Control’s Specially Designated National List; Sectoral Sanctions Identification List; Foreign Sanctions Evaders List; or similar lists of entities.

10.  Warranty

     a.  During the term of this Agreement, TSIA warrants that its Entitlements conform in all material respects with the then-current Entitlements Description.

     b.  EXCEPT AS WARRANTED IN SECTION 10(a), THE ENTITLEMENTS (INCLUDING BUT NOT LIMITED TO ANY ANALYSIS-RELEVANT INFORMATION DISCLOSED BY ANY MEMBER TO TSIA AND THE TSIA CONTENT) ARE PROVIDED “AS IS” AND WITHOUT WARRANTY, AND TSIA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEMBER AND TSIA FURTHER AND SPECIFICALLY DISCLAIM ANY WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE TSIA CONTENT OR OTHER INFORMATION OR ANALYSES PROVIDED TO MEMBER UNDER THIS AGREEMENT. Neither Member nor TSIA shall be entitled to rely on the accuracy or completeness of the information or TSIA Content in making any financial, product or strategic decisions; each is responsible to perform its own reasonable due diligence to independently verify the accuracy and reliability of such information prior to taking any such action. Nothing in TSIA’s content constitutes a recommendation or endorsement of technologies or vendors.

11.    Limitation of Liability

     a.  NEITHER MEMBER NOR TSIA SHALL BE LIABLE TO THE OTHER FOR, AND EACH HEREBY DISCLAIMS ANY AND ALL LIABILITY HEREUNDER FOR, ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST BUSINESS OR PROFITS, REGARDLESS OF WHETHER EITHER WAS INFORMED OF THE PROSPECT OF SUCH LOSS.

     b.  THE PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR DAMAGES ARISING OUT OF A PARTICULAR RESEARCH AREA TOTALING IN THE AGGREGATE AN AMOUNT IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES MEMBER HAS ACTUALLY PAID OR OWES TO TSIA FOR SUCH RESEARCH AREA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

     c.  THE FOREGOING PROVISIONS OF SECTION 11, HOWEVER, SHALL NOT APPLY TO BREACHES OF SECTIONS 4, 7(a)(i), 12, OR 14, OR AMOUNTS OWED UNDER SECTION 12.

12.  Indemnity

     a.  Each party (the “Indemnifying Party”) will indemnify, hold harmless, and defend the other party, any parent, subsidiary, or affiliate of such other party, and any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all third party claims, demands, suits, losses, damages, liability costs, actions, judgments, and expenses (including reasonable attorney’s fees) (each, a “Claim”) arising from or in connection with (a) a breach of any warranty or provision in this Agreement; (b) any violation of law by the Indemnifying Party, or any of its officers, directors, members, partners, employees, contractors, or agents; (c) allegations that the Indemnifying Party misappropriated the trade secrets of, violated the Intellectual Property Rights of, breached an obligation of confidentiality to, or violated the privacy rights of any third party; (d) where Member is the Indemnifying Party, Member’s use of the Portal or TSIA’s content, or Member’s acts or omissions during its use of the Portal; or (e) where Member is the Indemnifying Party, any information provided by Member toTSIA on the Portal or otherwise under this Agreement.

     b.  As a condition to the Indemnifying Party’s obligations toward an Indemnified Party under this Section, such Indemnified Party shall promptly notify the Indemnifying Party in writing of any such Claim, permit the Indemnifying Party to defend, compromise, or settle the Claim, and provide, at the Indemnifying Party’s expense, all necessary information and assistance regarding such Claim. Notwithstanding the foregoing, without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of all Indemnified Parties. The Indemnifying Party shall not be liable for any costs, damages, fees, judgments, civil money penalties, fines, or settlement disbursements paid by an Indemnified Party on a Claim unless authorized in writing by the Indemnifying Party.

13.  Term and Termination

     a.  This Agreement terminates upon expiration of Member’s Membership Term set forth in the Membership Agreement between Member and TSIA.

     b.  In addition, either party can terminate this Agreement upon thirty (30) days’ written notice to the other party if the other party materially breaches, defaults, or fails to comply with any term or provision of this Agreement, provided that the other party fails to cure the same within such thirty (30) day period.

     c.  Either party may terminate this Agreement if the other party is adjudged insolvent or bankrupt; is the subject of a bankruptcy petition or other proceedings by or against the other party seeking relief, reorganization, or arrangement under the laws relating to insolvency, or upon the other party’s liquidation, dissolution, or winding up of its business, whether voluntarily or not.

     d.  Member’s obligation to pay fees for the Membership Terms under Section 3, this sentence, and the provisions of Sections 4, 5(a), 5(c), 6, 7, 10(b), 11, 12, and 15-19 will survive the expiration or termination of this Agreement.

14.  Antitrust. The parties agree that the purpose of TSIA is to provide general information to its members about market and industry trends in general. Member agrees that it will not discuss under the auspices of TSIA, pricing of its services or products with other members or the specific terms and conditions under which it conducts business with its customers or suppliers. Violation of this provision shall be grounds for immediate termination of membership privileges.

15.  Dispute Resolution

     a.  All disputes relating to this Agreement, whether under contract, tort, statute, or otherwise will be finally resolved by arbitration. Arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules. The arbitration will be conducted in the English language in Santa Clara County, California.The arbitration will be binding. Judgment on the award rendered by the arbitrator may be entered by any court of competent jurisdiction. Any award shall include an opinion and statement of the findings, reasons, and conclusions upon which the final award is based, and a statement of any other issues resolved. The prevailing party will be awarded any fees and costs incurred by the prevailing party, including, but not limited to, reasonable attorneys’ fees. 

     b.  Notwithstanding Section 15(a), either party shall be entitled to seek interim or provisional relief, including a temporary restraining order, preliminary injunction, or other interim equitable relief concerning a dispute, if necessary, to protect the interests of such party. This Section 15(b) shall be specifically enforceable.

16.  Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflicts-of-law’s provisions thereof. Any disputes arising out of this Agreement not arbitrated under Section 15(a) shall be resolved in the federal or state courts located in Santa Clara County, California. The parties hereby expressly consent and waive all objections to personal jurisdiction and venue in such courts for actions initiated pursuant to the foregoing provisions of this Section.

17.  Amendments. TSIA reserves the right to change these Terms upon notice to its members. Member’s continued membership or acceptance or use of any Entitlements after any such modifications or changes are posted will constitute Member’s complete and unequivocal acceptance of any such modifications or changes to the Terms. Member agrees to periodically review these Terms to ensure that it complies with any changes or modifications that are made to the Terms.

18.  Notices. Any notice or other communication to be given to a party shall be in writing, addressed as set forth in the Membership Agreement, and given by postal mail (postage prepaid and sent registered or certified mail return receipt requested) or national or international overnight courier service (e.g., Federal Express, DHL, UPS) that confirms delivery in writing. The date of receipt shall be deemed the date on which such notice is given. Either party may change its address for notice purposes hereof on written notice to the other party in accordance with this Section.

19.  Miscellaneous. This Agreement(including the documents incorporated by reference herein) constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by an authorized representative of each party. The failure of a party at any time to require performance of any obligation of the other party shall not affect its right to enforce any provision of this Agreement later, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach. TSIA may freely assign or transfer (in whole or in part) this Agreement with or without notice thereof to Member. Member may not assign this Agreement or delegate its duties hereunder without TSIA’s prior written consent, which TSIA will not unreasonably withhold. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors or assigns. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

Effective Date: February 14, 2025

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