IEEE-USA SALARY SERVICE
SUBSCRIBER AGREEMENT
(Paid Subscribers)

Section 1. Registration.

By completing this registration process and agreeing to the terms of this Agreement, you become a subscriber (“Subscriber”) to the IEEE-USA Salary Service. This Agreement governs all use of the IEEE-USA Salary Service and access to the IEEE Electronic Content, as described below.

Section 2. Description of the IEEE-USA Salary Service.

The IEEE-USA Salary Service is a subscription information service based on current IEEE-USA Salary Survey data collected from technical professionals concerning the compensation of such professionals. For more information concerning the IEEE-USA Salary Service, please click on the “About” tab above.

Section 3. What Our Terms Mean.

“Document” means a downloadable document containing IEEE-USA Salary Survey data made available to Subscribers through the IEEE-USA Salary Service.

“Effective Date” means the date that this agreement is executed and payment is received by IEEE.

“IEEE Electronic Content” means IEEE-USA Salary Survey data, as IEEE may modify from time to time, made available online to Subscribers through the IEEE-USA Salary Service.

“User Account” means the username and password assigned to Subscriber for Subscriber’s use of the IEEE-USA Salary Service.

Section 4. Fees.

(a) Subscriber agrees to pay the applicable annual fee set forth in the fee schedule accessible via the “Products” tab above, regardless of whether Subscriber uses the IEEE-USA Salary Service.

(b) Subscriber shall be solely responsible for all costs associated with establishing access to and use of the IEEE-USA Salary Service, and any applicable sales, use, ad valorem or other taxes.

(c) Subscriber shall be responsible for all access to and use of the IEEE-USA Salary Service by means of Subscriber’s User Account, even if Subscriber did not know of or authorize such access and use.

Section 5. Grant of License.

IEEE grants Subscriber a non-exclusive, non-transferable license to access the IEEE Electronic Content and to use any Documents accessed from the IEEE Electronic Content in accordance with the terms and conditions of this Agreement.

Section 6. What We Authorize You To Do And What We Ask You Not To Do.

(a) Subscriber is authorized to do the following:

(i) search and view the content of the IEEE Electronic Content;

(ii) download Documents for noncommercial use;

(iii) print individual Documents from the IEEE Electronic Content for noncommercial use; and

(iv) make a reasonable number of photocopies of a Document for noncommercial use.

(b) Notwithstanding any of the terms of subparagraph (a) of this section, Subscriber shall not:

(i) allow anyone other than Subscriber to access the IEEE-USA Salary Service;

(ii) create a searchable archive of the IEEE Electronic Content;

(iii) use robots or intelligent agents to access, search and/or systematically download or access any portion of the IEEE Electronic Content;

(iv) sell, re-sell, rent, lease, license, sublicense, assign or otherwise transfer the IEEE Electronic Content or any rights granted under this Agreement;

(v) use or copy any portion of the IEEE Electronic Content for document delivery, fee-for-service use, or bulk reproduction or distribution of materials in any form, or any substantially similar commercial purpose; or

(vi) delete or remove in any form or format, including on a printed article or photocopy, any copyright information or notice contained in any Document.

Section 7. Our Intellectual Property Rights.

Subscriber agrees that IEEE is the owner of all right, title and interest in and to the IEEE Electronic Content and/or has the right to license portions of the IEEE Electronic Content, including all copyright and other intellectual property rights under United States and international laws. Except as expressly permitted by this Agreement, Subscriber may not copy, reproduce, distribute or prepare derivative works based upon the IEEE Electronic Content, or otherwise infringe IEEE’s rights in the IEEE Electronic Content.

Section 8. Our Privacy Policy.

Unless superseded herein, the IEEE privacy policy, which can be found at http://www.ieee.org/about/documentation/copyright/privacy.htm, shall apply to Subscriber’s use of the IEEE-USA Salary Service pursuant to this Agreement.

Section 9. Term and Termination of This Agreement.

(a) Term. Unless terminated sooner in accordance with subparagraph (c) of this Section, this Agreement shall continue in effect for an initial term of 12 months (the “Initial Term”) from the Effective Date. The Agreement shall automatically be renewed for an additional 12-month term (the “Renewal Term”) unless Subscriber gives notice of termination to IEEE in accordance with Section 13 not less than fifteen (15) business days prior to the end of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term shall constitute the “Term” of this Agreement.

(b) Suspension by IEEE. Notwithstanding the terms of subparagraph (a) of this Section, IEEE may immediately suspend Subscriber’s access to the IEEE-USA Salary Service in the event there is any breach or threatened breach of Section 6 by Subscriber. After suspension, access shall not be restored until IEEE is sufficiently assured that no breach or threatened breach of Section 6 will occur. Subscriber shall be responsible for all fees due under this Agreement during any period of suspension.

(c) Termination by IEEE. Without prejudice to any other rights IEEE may have, IEEE may terminate this Agreement (i) in the event Subscriber commits a breach of this Agreement that is remediable but not remedied within thirty (30) days of notice of such breach from IEEE; or (ii) immediately upon notice if Subscriber commits any irremediable breach of this Agreement or repeats any breach that has previously been the subject of a notice under subsection (i) above.

(d) Events Upon Termination. Upon termination of this Agreement for any reason, Subscriber shall immediately cease to receive access to the IEEE-USA Salary Service.

Section 10. Limited Warranty.

ACCESS AND USE OF THE IEEE ELECTRONIC CONTENT IS GRANTED HEREIN ON AN “AS IS” BASIS. IEEE MAKES NO WARRANTY TO SUBSCRIBER, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF QUALITY, PERFORMANCE, COMPATABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IEEE FURTHER MAKES NO WARRANTIES RESPECTING THE PERFORMANCE AND AVAILABILITY OF THE IEEE ELECTRONIC CONTENT, OR ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB OR OTHER COMPUTER PROGRAM.

Section 11. Limitation of Liability.

(a) IN NO EVENT SHALL IEEE BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY, OR RESULTING FROM, ANY MALFUNCTION, DEFECT OR FAILURE OF THE IEEE ELECTRONIC CONTENT OR ITS DELIVERY VIA THE INTERNET (INCLUDING, BUT NOT LIMITED TO, INTERRUPTIONS IN SERVICE FOR MAINTENANCE TO THE SERVER(S) USED BY IEEE OR A CHANGE IN SERVER(S) USED BY IEEE), INTENTIONAL OR UNINTENTIONAL BREACH OF CONTRACT, NEGLIGENCE, EITHER ACTIVE OR PASSIVE, OR ANY OTHER TORT BY IEEE ARISING FROM THIS AGREEMENT.

(b) IEEE UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INACCURACIES OR DEFECTS IN ANY SCRIPT SOFTWARE, COMMUNICATION LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, SUBSCRIBER’S COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE USED TO ACCESS THE IEEE ELECTRONIC CONTENT, OR TO AUTHENTICATE SUBSCRIBER AS AUTHORIZED TO USE THE IEEE-USA SALARY SERVICE OR ACCESS THE IEEE ELECTRONIC CONTENT.

(c) SUBSCRIBER ACKNOWLEDGES THAT IEEE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY INFORMATION OR DATA CONTAINED IN THE IEEE ELECTRONIC CONTENT, AND IEEE SHALL NOT BE LIABLE FOR ANY LOSSES RESULTING FROM SUBSCRIBER’S RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES.

Section 12. No Assignment.

Neither the Agreement nor any part of it may be assigned, sublicensed or otherwise transferred by Subscriber to a third party without IEEE’s prior written consent.

Section 13. Notice.

All notices required to be sent to IEEE by Subscriber may be delivered by e-mail to salaryservice@ieee.org or by U.S. mail to IEEE-USA Salary Service, 1828 L Street, N.W., Suite 1202, Washington, DC 20036-5104. All notices to be sent by IEEE to Subscriber may be delivered to the Subscriber’s e-mail account on file with IEEE. Any notice sent by e-mail shall be deemed effective when sent. Any notice sent from Subscriber to IEEE by U.S. mail shall be deemed effective when received by IEEE. From time to time, IEEE may have important news or other information that it wishes to communicate to Subscriber via e-mail. This news and information will be delivered to the Subscriber’s e-mail account on file with IEEE.

Section 14. Changes to This Agreement.

(a) IEEE may at any time during the Term of this Agreement amend the Agreement or modify the features, services and functions available to Subscriber or the fees charged for use of the IEEE-USA Salary Service. Any amended Agreement will be made available online at this URL and shall be effective immediately upon posting by IEEE. By acknowledging acceptance of the amended Agreement and/or by using the IEEE-USA Salary Service after any amendment by IEEE, you agree to be bound by the Agreement, as amended.

(b) IEEE reserves the right to implement Digital Rights Management (DRM) technology to protect the IEEE Electronic Content and ensure that Documents are used in compliance with the terms and conditions of this Agreement. DRM technology may encrypt the contents of Documents and prevent Subscriber from using Documents except in the ways expressly authorized under this Agreement.

Section 15. Entire Agreement.

This Agreement contains the final and entire agreement of the parties on the subject matter herein and supersedes all previous and contemporaneous verbal or written negotiations or agreements on the subject matter herein.

Section 16. Force Majeure.

IEEE’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.

Section 17. General Provisions.

This Agreement shall be governed by the laws of the State of New York. If any provision of the Agreement is determined by a court to be void, invalid, unenforceable or illegal, the enforceability of the other provisions of the Agreement shall not be affected. Failure to enforce any provision of this Agreement will not constitute a waiver of the right to enforce it later. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.