Terms & ConditionsUpdated 4/2/08
1. Introduction and acceptance of Terms and ConditionsThe Scent Marketing Institute website ("the Site") is operated by Scent Marketing Institute, 7 Fox Meadow Road, Scarsdale, NY 10583, United States. Use of the Site is permitted by Scent Marketing Institute on the following Terms & Conditions, which are incorporated in Subscriber Orders and which Users are deemed to accept upon completion of the registration page of the Site.
Scent Marketing Institute shall be entitled to vary these Terms & Conditions from time to time, with variations becoming effective immediately upon the posting of them on the Site. Please check this page periodically to ensure that you remain informed of your rights and obligations under them – by logging on to the Site you shall be deemed to have accepted all variations to these Terms & Conditions. If you have any questions, please contact firstname.lastname@example.org.
2. Subscriber and User DefinitionsIn these Terms & Conditions, the term "Subscriber" refers to the organization, firm, company or individual who places an order for access to the Site ("Order") by its nominated user(s) for the periods and at the fees set out in its Order. The term "User(s)" refers to the individual(s) so nominated by the Subscriber in its Order (or subsequently added to the list of nominated individuals with the agreement of Scent Marketing Institute).
In certain circumstances (for example a promotional trial of the Site), Scent Marketing Institute may agree with an organization, firm, company or individual to grant access to the Site (or to limited sections of it) by its nominated users without charge. Please note that for the purposes of these Terms & Conditions, the organization, firm, company or individual who enters into such agreement with Scent Marketing Institute shall be included within the definition of "Subscriber", their nominated individual(s) shall be included within the definition of "User(s)" and that all of the provisions of these Terms & Conditions shall apply equally to them except that no Subscription Fees shall be payable in respect of that trial period. The Subscriber and the User(s) are referred to collectively in these Terms & Conditions as "you".
3. LicenseIn consideration of the Subscriber paying the Subscription Fees, if any, and the Subscriber and its User(s) fulfilling all their obligations under these Terms & Conditions, Scent Marketing Institute grants to the User(s), a non-exclusive non-transferable limited license to access and utilize the Site in accordance with these Terms & Conditions. You may not assign sub-license or otherwise transfer any of your rights or obligations under these Terms & Conditions.
4. Registration and User IDScent Marketing Institute shall allow the Subscriber to select usernames and passwords (collectively "ID") for each of the User(s) to use to access the Site. Scent Marketing Institute reserves the right to vary the Subscription Fees where additional User(s) are appointed by the Subscriber. ID is strictly to be used by the User to which it was assigned only and shall not be used by any other individuals (including others within the same organization). Failure to comply with this requirement shall constitute a breach of these Terms & Conditions and entitle Scent Marketing Institute to suspend access to the Site. Please notify Scent Marketing Institute immediately at email@example.com if you believe there has been any unauthorized use of the ID.
5. Subscriber Obligations and LiabilityThe Subscriber hereby agrees that all use of the Site by its User(s) will be made in accordance with these Terms & Conditions. The Subscriber shall pay to Scent Marketing Institute the member service charge payable at the start of the subscription and each Renewal Period as set out in the Order. The non-refundable annual subscription fees (if any) for access to the Site by its User(s), as set out in the Order and as the same may be varied by Scent Marketing Institute (i) on appointment of additional User(s) and (ii) from year to year by giving notice to the Subscriber at least thirty (30) days prior to the anniversary of the commencement of the License Period), ("the Subscription Fees"); and any other charges arising out of use of the Site by its User(s) (or any other individual using its User(s)'s ID) from time to time including charges for any Additional Services Content.
All invoices are due and payable upon receipt by the Subscriber. Accounts not paid by the earlier of the start date of the License Period/Renewal Period (as applicable) or within thirty (30) days of the date of invoice ("the Payment Date") shall be deemed overdue and Scent Marketing Institute reserves the right to withhold/suspend access to the Site by the User(s) following expiry of any fully-paid License Period/Renewal Period while any such invoices are outstanding. The Subscriber shall also be liable for all costs of Scent Marketing Institute incurred in collecting overdue sums including, without limitation, legal fees
6. Use of Site ContentAll intellectual property rights in the Site and in all material published on it (the "Content") are reserved by Scent Marketing Institute and no such rights whatsoever are assigned to you under these Terms & Conditions. As a User you may in good faith and to the extent that the use of the Content is reasonable and the Content is owned by Scent Marketing Institute: (a) download and display any page(s) from the Site on a computer screen;
(b) where a page of the Site specifically states that specific Content may be downloaded, download and store it on the hard disk of your computer (but only use it to the extent so specified and not transfer or further copy it);
(c) print copies of any page(s) from the Site and use it for private archival purposes only;
As a User, you shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Content other than as set out above, and in particular you shall not:
(a) upload Content into any shared system;
(b) include any Content in a website without express permission of Scent Marketing Institute;
(c) make any commercial use of the Content;
(d) make any use of any of the Scent Marketing Institute trade marks (including the registered trade marks " Scent Marketing Institute " or
(e) remove the copyright or trademark notice from any copies of the Content.
Please note that where any unauthorized use of Content by you is discovered, Scent Marketing Institute shall be entitled to suspend your use of the Site immediately without any refund of the Subscription Fees paid and require you to return or destroy any copies of the Content you have made.
7. LinksThis Web site contains links to other Web sites, which are provided as resources for the convenience of users. Because Scent Marketing Institute is not responsible for maintaining these sites, please direct your concerns about any of the linked sites to that site's administrator.
9. IndemnificationUser agrees to indemnify, defend and hold harmless Scent Marketing Institute, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of the use of the site by User or User's account. Because of the number of sources from which Scent Marketing Institute obtains content and the nature of electronic distribution via the World Wide Web, Scent Marketing Institute does not give any warranties in respect of the site. The site is provided on an "As Is", "As Available" basis and Scent Marketing Institute does not guarantee the accuracy timeliness, completeness, performance or fitness for a particular purpose of the site or any content. Scent Marketing Institute makes no warranty that the site is free from infection, viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from these Terms & Conditions to the extent that they may be excluded as a matter of law.
10. Term and TerminationThe license period (together with your payment obligations in respect of the Subscription Fees) shall continue for the License Period and subsequent Renewal Periods thereafter until and unless terminated:
(a) by either party by providing written notice of cancellation to the other no later than thirty (30) days prior to the end of the License Period/Renewal Period (as applicable), effective on such end date, failing which it shall automatically renew for a further Renewal Period;
(b) by Scent Marketing Institute where we believe that you have breached these Terms & Conditions (including by late payment of any invoices submitted).
(c) Note that in addition to the circumstances described above, and without prejudice to other specific rights of suspension set out in these Terms & Conditions, Scent Marketing Institute reserves absolutely the right to withdraw or suspend the Site where it deems this to be necessary without notice and will not be liable to you for such unavailability.
11. GeneralThese Terms & Conditions, as varied by Scent Marketing Institute from time to time together with your Order/registration (as applicable) form the entire understanding between us; no Subscriber/User purchase terms or other purported variation shall have any affect on them. If any provision of these Terms & Conditions is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of these Terms & Conditions, which shall remain valid and enforceable.