The following defined terms apply to this Agreement:
Asset Managers means users of the Service who upload Model Portfolios that you may wish to access.
Model Portfolio means a list created by an Asset Manager of securities and/or other investable assets and their weights.
2. Subject to the terms and conditions of this Agreement, FactSet Research Systems Inc. and its affiliates (“FactSet”) grants you a limited, nonexclusive, nontransferable license to use the Service. The Service is licensed solely for (i) locating and communicating with Asset Managers, and (ii) accessing Model Portfolios in accordance with all legal obligations applicable to you and your organization.
3. You may not use or permit any individual or entity under your control to use the Service for any unlawful or unauthorized purpose. Without limiting the foregoing, you may not engage in any of the following prohibited activities:
a. use the Service outside of the license grant, including without limitation, to compete with the Service or to design or improve any other product or service;
b. engage in any activities or actions that infringe or misappropriate the intellectual property rights of others, including, but not limited to, using third party copyrighted materials without appropriate permission, using third party trademarks without appropriate permission or attribution, or using or distributing third party information protected as trade secret information or in breach of a duty of confidentiality;
c. engage in any activities that would violate the personal privacy rights of others, including, but not limited to, collecting and distributing information about other users of the Service without their permission; or
d. send, post or host harassing, abusive, libellous or obscene materials or assist in any similar activities.
4. You must comply with, and hereby agree to, all terms required by Asset Managers governing your access to and use of such Asset Managers’ Model Portfolios, posted at https://www.factset.com/model-center-third-party-terms.
6. YOU AGREE THAT NO PART OF THE SERVICE CONSTITUTES (I) INVESTMENT ADVICE OR (II) AN OFFER OR RECOMMENDATION BY FACTSET OR ANY OTHER PARTY TO BUY OR SELL SECURITIES. THE SERVICE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE OR ANY PARTICULAR INVESTMENT DECISION ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICE. FURTHERMORE, THE SERVICE IS PROVIDED WITHOUT ANY WARRANTY THAT THE PROVISION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. You expressly agree that your use of the Service is at your sole risk. Accordingly, FactSet and the Asset Managers will not in any way be liable for inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from your use of the Service.
7. FactSet and Asset Managers will have no liability for any lost profits or direct, indirect, special, consequential, punitive, or exemplary damages, even if advised in advance of the possibility of these types of damages.
8. You will indemnify and hold harmless FactSet against all claims or demands by and liabilities to third parties, including, without limitation, reasonable attorney’s fees, arising from or in connection with your use of the Service.
9. This Agreement will be governed by, construed and enforced pursuant to the laws of the State of New York and will be subject to the exclusive jurisdiction of that state without regard to conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement will be settled by the state or federal courts located in New York, New York. The parties hereby waive their respective rights to a trial by jury.
10. In the event of any conflict between the terms of this Agreement and any other agreement in place between you and FactSet governing the Service, this Agreement shall control. FactSet may amend this Agreement at any time upon one full calendar month’s notice, which will be sent to the email address provided by you. You acknowledge and agree that your continued use of the Service one full calendar month after receiving notice of an amendment constitutes your agreement to such amendment.