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 Practices covered by the Member’s membership. A “Research Practice” is a body of research and IP organized around a member 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 on the following page on the TSIA website: https://www.tsia.com/membership/about.html (the “Entitlements Description”). The content, products, services, and benefits offered by TSIA as membership entitlements are referred to in these Terms as the “Entitlements.” TSIA reserves the right to modify, add, or discontinue any aspect, content, or feature of the Entitlements, provided that any such changes are reflected in the most recent Entitlements Description and such changes do not materially adversely affect the value of the membership.
   1. Transfers
      1. Membership in a Research Practice contracted for in the Membership Agreement may not be transferred to another Research Practice during the Term of the Agreement.
      2. Entitlements may not be transferred from one Research Practice to another Research Practice during the Term of the Agreement.
   2. Onboarding and Engagement. For each Research Practice 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.
   3. Research Inquiries
      1. Research Inquiries are accommodated with a written email response or, at researcher discretion, a 30-minute phone conversation, and must be submitted via website log-in.
      2. 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, the member will be notified, and no deduction will be made to the allotment of research inquiries.
      3. Research Inquiry entitlements are allotted annually and cannot be carried forward to subsequent membership terms.
   4. Benchmark Review
      1. For each Research Practice Membership contracted for in the Membership Agreement, TSIA will deliver one (1) virtual Benchmark Review per year, upon completion of the Research Practice Benchmark Survey.
      2. Member must submit benchmark data one (1) month prior to the end date of the Membership Term to receive the Benchmark Review and associated deliverables during the Term of this Agreement.
      3. Provided that Member has participated in the Benchmark Survey for a Research Practice subscribed to under this Agreement, access to the benchmark data for that Practice is available only during the period that Member is a current subscriber to that same Research Practice.
   5. Premium Credits
      1. The Premium Credits included in a Premium or Premium Plus Membership Agreement can be redeemed for the delivery of additional service offerings not otherwise included in the Entitlements. A complete list of these additional service offerings—including detailed description, lead time, and SLA—is available from the TSIA Member Success team.
      2. Premium Credits entitlements are allotted annually and cannot be carried forward to subsequent membership terms.
2. Fees
   1. Fees Owed. Member shall pay the Membership Fees set forth in the Membership Agreement.
   2. 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.
   3. Purchase Orders. If a valid purchase order is required by the Member in order for TSIA to 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.
   4. Service Fees. Service fees, to cover the cost of processing charges, will be incurred when payment is received by credit card, as follows:
      2. Visa and MasterCard      2.5%
      3. American Express          3.9%
3. Confidentiality
   1. Benchmark Data. “Benchmark Data” means measures of a member’s operational and financial performance compared to the performances of other members gathered via Benchmark Surveys.
   2. Benchmark Survey. “Benchmark Survey” means all types of surveys conducted by TSIA to collect operational and financial performance data, including but not limited to Research Practice Benchmarking Studies, Multi-Member Studies, Member Surveys, and Quick Polls.
   3. Confidential Information. Subject to Section 5(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 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 the Receiving 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.
   4. 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 any way except for the purpose of performing this Agreement; (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 5(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.
   5. 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.
   6. 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.

4. 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 individuals.

5. Information Provided to TSIA. TSIA and Member contemplate that Member may provide TSIA with data and information for use in developing 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 5.
   1. 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.
   2. Analysis-Relevant Information. “Analysis-Relevant Information” means information relevant to the development, maintenance, or publication of TSIA Deliverables (defined in Section 6), including but not limited to Benchmark Data, industry data, and TSIA frameworks. Analysis-Relevant Information does not include Personally Identifiable Information.
   3. Use of Analysis-Relevant Information. Notwithstanding Section 3(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 Deliverables 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 so used by company name or other identifying information without the written consent of Member.
   4. License. To assist in the creation, maintenance, and publication of TSIA Deliverables for Member and other TSIA members, Member hereby grants TSIA a non-exclusive sublicensable license to use, make copies of, prepare derivative works of, and distribute any Analysis-Relevant Information provided by Member and contained in TSIA Deliverables created under Section 5(c), subject to the terms and conditions in Section 5(c).
   5. Return or Destruction. TSIA shall return to the disclosing Member or destroy any Member Confidential Information in TSIA’s possession under Section 3(d)(iii), but such obligation to return or destroy does not include any de-identified information already aggregated and compiled for inclusion in TSIA Deliverables.
   6. 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. § 120-130 or equivalent foreign laws).
   7. Intellectual Property Rights.
      1. “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 Deliverables 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.
      2. Member represents and warrants that the information it provides TSIA does not and will not violate the Intellectual Property Rights of any party.

6. TSIA Deliverables. As one of the Entitlements, TSIA delivers to Member and other member companies from time to time certain aggregations, compilations, studies and analyses (“TSIA Deliverables”). TSIA Deliverables include both content TSIA makes available to the public (“Publicly-Available Content”) and content (including but not limited to Benchmark Data) which is available to members through their memberships ("Member-Protected Content”). TSIA Deliverables include Benchmark Surveys, Benchmark Data, Benchmark Survey readouts, frameworks, research reports, industry analyses, trend studies, live and on-demand webcasts, research inquiry responses, and conference presentations. TSIA creates some TSIA Deliverables or portions of them based on information received under license from Member and other TSIA members. See paragraph 4(f). Member acknowledges that all TSIA Deliverables are the sole property of TSIA and are 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 Deliverables.
   1. Member-Protected Content and Internal Use License
      1. Member-Protected Content constitutes TSIA Confidential Information and, without limiting the generality of Section 3, 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.
      2. 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.
      3. Permissible internal uses and distribution under the foregoing license include, but are not limited to:
         1. Posting TSIA Deliverables to internal websites or other means of broad internal distribution
         2. Including TSIA Deliverables in slides for internal presentations
         3. Referencing TSIA Deliverables during company meetings
      4. As a condition of the license in Section 6(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.
   2. External Use
      1. 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.
      2. As a condition of the license in Section 6(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.

7. Upon receipt of this signed agreement, TSIA will 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.

8. Warranty
   1. During the term of this Agreement, TSIA warrants that its Entitlements conform in all material respects with the then-current Entitlements Description.
   2. EXCEPT AS WARRANTED IN SECTION 8(a), the ENTITLEMENTS (including but not limited to ANY ANALYSIS-RELEVANT information disclosed BY ANY MEMBER to TSIA and the TSIA Deliverables) 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 DELIVERABLES 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 the TSIA Deliverables 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.

9. Limitation of Liability
   1. 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.
   2. 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 PRACTICE 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 PRACTICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
   3. THE FOREGOING PROVISIONS OF SECTION 9, HOWEVER, SHALL NOT APPLY TO BREACHES OF SECTIONS 3, 6(a)(i), 10, OR 12, OR AMOUNTS OWED UNDER SECTION 10.

10. Indemnity
    1. 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; or (d) where Member is the Indemnifying Party, any information provided by Member to TSIA under this Agreement.
    2. 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.

11. Term and Termination. This Agreement terminates upon expiration of Member’s Membership Term set forth in the Membership Agreement between Member and TSIA. In addition, either party can terminate this Agreement upon thirty (30) days’ written notice to the other party in the event that 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. The provisions of Sections 3, 4, 5, 6, 8(b), 9, 10, 11, and 13-17 will survive the expiration or termination of this Agreement.

12. 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.

13. Dispute Resolution
    1. 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. 
    2. Notwithstanding Section 13(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 13(b) shall be specifically enforceable.

14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflicts-of-laws provisions thereof. Any disputes arising out of this Agreement not arbitrated under Section 13(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.
15. 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 is in compliance with any changes or modifications that are made to the Terms.

16. Notices. Any notice or other communication to be given to a party shall be in writing, addressed as set forth on 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.

17. 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 at a later time, 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.