NEITHER MARKIT ECONOMICS LIMITED, ITS AFFILIATES NOR ANY DATA PROVIDER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS OR COMPLETNESS OF THE DATA OR SERVICES OR AS TO RESULTS TO BE ATTAINED BY RECIPIENT OR OTHERS FROM THE USE OF THE DATA OR SERVICES, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. MARKIT ECONOMICS LIMITED, ITS AFFILIATES AND DATA PROVIDERS EXPRESSLY DISCLAIMS ANY CONDITION OF QUALITY, ACCURACY AND ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, GUARANTY OR REPRESENTATION MADE BY MARKIT ECONOMICS LIMITED, ITS AFFILIATES OR ANY DATA PROVIDER.
NEITHER MARKIT ECONOMICS LIMITED, ITS AFFILIATES NOR ANY OTHER PERSON OR ENTITY SHALL IN ANY WAY BE LIABLE TO THE RECIPIENT OF THIS DATA OR SERVICES FOR ANY INACCURACIES, ERRORS OR OMISSIONS, REGARDLESS OF CAUSE. IN THE DATA OR SERVICES MADE AVAILABLE TO THE RECIPIENT OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING THEREFROM. UNDER NO CIRCUMSTANCES WILL MARKIT ECONOMICS LIMITED, ITS AFFILIATES AND DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR LOST PROFITS OR DAMAGES WITH RESPECT TO THE USE OF THIS DATA OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
UNLESS SPECIFICALLY AUTHORISED TO DO SO, YOU ARE NOT PERMITTED TO REDISTRIBUTE THE HISTORICAL HEADLINE PMI DATA IN REPORTS OR ON SCREENS OR ON WEBSITES OTHER THAN AN INSUBSTANTIAL AMOUNT OF THE HISTORICAL HEADLINE PMI DATA IN THE ORDINARY COURSE OF BUSINESS ON AN AD-HOC BASIS PROVIDED THAT (1) THE INSUBSTANTIAL AMOUNT SO INCORPORATED ONLY FOR VIEWING IN HARD COPY OR PDF FORMAT AND ARE NOT REPRODUCED OR REPUBLISHED IN ANY FORMAT THAT WOULD ENABLE THE RECIPIENT TO COPY, DOWNLOAD OR INCORPORATE SUCH DATA IN A DATABASE OF THEIR OWN; (2) THE INSUBSTANTIAL AMOUNT OF THE HISTORICAL HEADLINE PMI DATA ARE NOT REPRODUCED IN TABULAR FORM; (3) SUCH INCLUSION OF THE DATA IS ONLY OF SUPPORTIVE NATURE TO YOUR USAGE OF FACTSET'S SERVICES AND DOES NOT CONSTITUTE A FUNCTIONAL SUBSTITUTE TO THE HISTORICAL HEADLINE PMI DATA; (4) NO CHARGE IS MADE FOR OR IN RELATION TO SUCH DATA OR THE DOCUMENT IT IS INCORPORATED IN; AND (5) ATTRIBUTION TO MARKIT SHALL BE GIVEN TO THE DATA SO INCORPORATED.
MercerInsight MPA™ – Manager Performance Analytics
IMPORTANT – PLEASE READ CAREFULLY BEFORE PROCEEDING
THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE MERCERINSIGHT MPA™ DATA (THE "CONTENT") ARE AND REMAIN THE PROPERTY OF MERCER INVESTMENT CONSULTING LLC ("MERCER") OR, WHERE APPLICABLE, MERCER'S INFORMATION SERVICE PROVIDERS ("SERVICE PROVIDERS").
BY PROCEEDING AND ACCESSING THE CONTENT, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF YOUR EMPLOYER OR OTHER PERSON WHOM YOU REPRESENT OF THIS AGREEMENT, AND, ACCORDINGLY, REFERENCES TO "YOU" MEAN REFERENCES TO YOUR EMPLOYER OR SUCH OTHER PERSON.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU CANNOT ACCESS THE CONTENT AND YOU SHOULD PROMPTLY RETURN TO MERCER ALL MATERIALS PROVIDED TO YOU WHICH ARE PART OF THE CONTENT.
THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER AND IT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR REPRESENTATIONS YOU RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
1. IMPORTANT DISCLAIMERS
1.1. Country-Specific Disclaimers and Representations
1.1.1. If you are located in the United Kingdom, the following language applies: The Content is intended for corporate and trustee clients only and not for individuals. The Content is provided by Mercer, Chicago, Illinois, USA, which does not view the Content as a Financial Promotion or a Regulated Activity as defined in the UK Financial Services and Markets Act 2000.
1.1.2. If you are located in Australia, the following language applies: Mercer is exempt from the requirement to hold an Australian financial services license in Australia under the Corporations Act 2001 in respect of the financial services provided; and Mercer is regulated by the Securities and Exchange Commission under US laws, which differ from Australian laws.
1.1.3. If you are located in Switzerland, then you represent and warrant that you are an investor whose cash is managed in a professional way by professional(s) dedicated to it on a continuous basis.
1.1.4. If you are located in France, you hereby represent and warrant that you are a qualified investor, acting for your own account, as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1, D411-2 and D.411-3 of the French Code monétaire et financier.
1.2. Performance and Risk Disclaimers
1.2.1. The Content provides information about investment managers and their products together with analytical functionality and is not intended to constitute advice, a recommendation, or an offer to buy or sell a specific fund or investment. By offering the Content to you, Mercer is not acting and has no intention of acting as a broker, dealer or other intermediary in connection with the purchase or sale of any fund, investment or other financial instrument. The information is not intended as a specific recommendation of any particular investment manager. If you are an investment manager or if you are affiliated with an investment manager or become affiliated with an investment manager, your decision to license the Content will not be considered by Mercer in its review, rating, and recommendations of investment managers' products to its clients.
1.2.2. Nothing contained within the Content is intended to convey any guarantees as to the future investment performance of managers or products. In addition, past performance cannot be relied upon as a guide to future performance. The value of your investments can go down as well as up, and you may not get back the amount you have invested. Investments denominated in a foreign currency will fluctuate with the value of the currency. Certain investments, such as securities issued by small capitalization, foreign and emerging market issuers, real property, and illiquid, leveraged or high-yield funds, carry additional risks that should be considered before choosing an investment manager or making an investment decision.
2.1. With respect to your access to, and use of, the Content, you certify that you are a professional investor with over US$100 million of assets for investment purposes or an investment advisor to institutional investors that is registered with an appropriate regulatory body and have over US$100 million of assets under advisement. Furthermore, you represent and warrant that the information in the Content will not be provided to or be used by individuals for the purposes of managing their own investments.
2.2. Mercer grants you a limited, non-exclusive license for your permanent, full-time employees ("Users") to use the Content in your normal places of business.
2.3. Access and Use
2.3.1. You shall ensure that no one other than Users is provided with access to the Content or to any information contained in the Content, except as provided below. You may not transmit in any manner, including, but not limited to, verbally, electronically, or via hard copy, the information contained in the Content outside of your organization, except as provided in this Agreement. The information contained in the Content is for your internal business purposes only. The foregoing restrictions on access to the Content apply to all who are not Users, including any of your staff with whom Users have a reporting relationship.
2.3.2 Provided that you have paid the license fee, you may: (i) export data from the Content for internal business purposes only; (ii) supply the results of any analysis or any conclusions drawn from this data, but not the data itself, to third parties; and (iii) provide output or exhibits from the Content to third parties in the form of updates to portfolio and client statements or as reports, presentations or other application. You must include the Mercer logo on the output or identify Mercer as the source of the data, and where applicable and provided that you have obtained redistribution rights from the relevant Service Providers, you must identify Mercer's Service Providers as the source of the data. You may not delete or otherwise alter any references to Mercer or any of its Service Providers from any output or subsequent analysis and presentation.
2.3.3 Unless agreed to in writing by Mercer, you are not permitted to distribute any analysis, conclusions or data from the Content externally in cases where doing so would compete with Mercer's consulting activities, which include, but are not limited to, investment manager selection and investment monitoring. Mercer will determine, at its own discretion, whether your usage competes with Mercer's consulting activities. You may not distribute any data provided by Mercer's Service Providers externally without obtaining a license to do so from the relevant Service Provider.
2.3.4 You must include the following or a substantially similar statement within all presentations to third parties that include or are based upon output from the Content: "Past performance is not a reliable indicator of future performance. You should not rely on past performance to make investment decisions."
2.4. YOU MAY NOT USE, COPY, OR TRANSFER THE CONTENT, IN WHOLE OR IN PART EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. EXCEPT AS SET FORTH IN THIS AGREEMENT, ANY INFORMATION YOU OBTAIN FROM THE CONTENT MAY NOT BE MODIFIED, SOLD, OR OTHERWISE PROVIDED, IN WHOLE OR IN PART, TO ANY OTHER PERSON OR ENTITY WITHOUT MERCER'S PRIOR WRITTEN PERMISSION.
2.5. YOU MAY NOT ALTER THE FORMAT OR CONTENT OF ANY CHARTS AND YOU MAY NOT DELETE ANY NOTICES APPEARING IN THE CHARTS. IF YOU TRANSFER POSSESSION OF THE CONTENT TO AN UNAUTHORIZED PARTY, YOUR LICENSE WILL AUTOMATICALLY TERMINATE. YOU MAY NOT TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, MODIFY OR CREATE DERIVATIVE WORKS BASED ON THE CONTENT EXCEPT AS EXPRESSLY PERMITTED BY APPLICABLE LAW.
3. WARRANTY DISCLAIMER
3.1. THE CONTENT HAS BEEN PREPARED BASED UPON SOURCES, INFORMATION AND SYSTEMS BELIEVED TO BE RELIABLE AND ACCURATE. THE CONTENT IS PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. MERCER, ITS AFFILIATES, AND ITS SERVICE PROVIDERS MAKE NO REPRESENTATIONS, AND DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND IMPLIED WARRANTIES OF QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM COMPUTER VIRUS, OR ABILITY TO ACHIEVE A PARTICULAR RESULT. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT. MERCER DOES NOT WARRANT THE USE OF THE CONTENT IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION OR THAT THE CONTENT WILL BE ERROR FREE AND ACCESSIBLE AT ALL TIMES. MERCER, ITS AFFILIATES AND ITS SERVICE PROVIDERS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS.
3.2. THE PRESENTATIONS AND OUTPUT DERIVED FROM THE CONTENT MAY BE BASED ON PAST INVESTMENT PERFORMANCE OF INVESTMENT MANAGERS AND PRODUCTS. PAST PERFORMANCE IS NOT A RELIABLE INDICATOR OF FUTURE PERFORMANCE. MERCER AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY RELIANCE ON THIS DATA OR FOR ANY DEVIATION OF AN INVESTOR'S ACTUAL RESULTS FROM THOSE MODELED USING THE CONTENT. MERCER AND ITS SERVICE PROVIDERS MAKE NO WARRANTIES OF ANY KIND AS TO THE ACCURACY OF THE DATA OR ASSUMPTIONS CONTAINED IN OR ENTERED INTO THE CONTENT.
3.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. ANY RIGHTS WHICH YOU MAY HAVE AS A RESULT OF THE APPLICATION OF APPLICABLE LAWS IN THESE JURISDICTIONS SHALL NOT BE AFFECTED BY THIS DISCLAIMER OF LIABILITY.
4. LIMITATION OF LIABILITY
4.1. THE LIMIT OF MERCER'S OR ITS AFFILIATES' LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS RELATED TO MERCER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF THE MONTHLY SUBSCRIPTION FEES PAID BY YOU TO MERCER HEREUNDER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM OR CLAIMS ARISE OR US$100,000. MERCER AND ITS AFFILIATES SHALL NOT, EXCEPT IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY MERCER'S NEGLIGENCE, AND NO SERVICE PROVIDERS SHALL, IN ANY EVENT, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, THE LOSS OF SALES OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS INFORMATION, OR THE LOSS OF SAVINGS OR PROFITS, ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE CONTENT OR DATA SUPPLIED THEREIN, NOR FOR ANY RELIANCE ON THE RESULTS OF ANY ANALYSIS OF, OR ANY CONCLUSIONS DRAWN FROM, THE DATA OR ASSUMPTIONS SUPPLIED IN THE CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, WHETHER IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHERWISE, EVEN IF MERCER, ITS SERVICE PROVIDERS, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. YOU ACKNOWLEDGE THAT THE CONTENT, ASSUMPTIONS, INFORMATION, AND INDEX DATA (AS DEFINED BELOW) MAY BE INCOMPLETE OR CONDENSED, ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED AS, AND SHALL NOT BE CONSTRUED TO BE, AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR THE SELECTION OF ANY INVESTMENT MANAGER. ALL OPINIONS AND ESTIMATES PROVIDED CONSTITUTE JUDGMENTS AS OF THEIR RESPECTIVE DATES AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. SUCH DATA, INFORMATION, ASSUMPTIONS, OPINIONS, AND ESTIMATES ARE FURNISHED AS PART OF A GENERAL SERVICE, WITHOUT REGARD TO YOUR PARTICULAR CIRCUMSTANCES, AND MERCER, ITS AFFILIATES, AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION THEREWITH. MERCER, ITS AFFILIATES, AND ITS SERVICE PROVIDERS ARE NOT UNDERTAKING TO MANAGE MONEY OR ACT AS A FIDUCIARY WITH RESPECT TO YOUR ACCOUNTS OR ANY OF YOUR MANAGED OR FIDUCIARY ACCOUNTS AND YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE CONTENT NOR THE INDEX DATA SERVE, OR WILL SERVE, AS THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE WITH RESPECT TO SUCH ACCOUNTS. NO DEFENSE OR INDEMNITY OF ANY KIND IS PROVIDED HEREUNDER BY MERCER, ITS SERVICE PROVIDERS OR ANY OTHER PARTY WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, COST, LOSS, DAMAGE EXPENSE, OR LIABILITY ARISING FROM OR BASED ON YOUR OR ANY THIRD PARTY'S USE OF OR INABILITY TO USE THE CONTENT.
4.2. MERCER ASSUMES NO RESPONSIBILITY FOR THE EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL IT GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. MERCER MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY, INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED, NOR WILL IT ACCEPT RESPONSIBILITY FOR THE SUCCESS OR FAILURE OF THE SECURE SERVER TO PROPERLY ENCRYPT DATA. MERCER WILL NOT BE LIABLE FOR ANY AND ALL HARM OR DAMAGE YOU MAY EXPERIENCE BY SENDING PRIVILEGED OR CONFIDENTIAL INFORMATION TO IT OVER THE INTERNET OR BY E-MAIL. BY ACCESSING THE CONTENT, YOU ASSUME ANY RISK THAT THE ENCRYPTION MAY BE DECIPHERABLE.
4.3. If you are located in Australia or have Users located in Australia, the following language applies:
4.3.1. Notwithstanding anything to the contrary in this Agreement:
4.3.2. Nothing in this Agreement excludes, restricts or modifies or purports to exclude, restrict or modify the application of the provisions of any statute, legislation or law (including the Competition and Consumer Act 2010) where to do so would contravene that statute, legislation or law or render any part of this Agreement void, unenforceable or a nullity. To the extent that any part of this Agreement may contravene any such statute, legislation or law or render any part of this Agreement void, unenforceable or a nullity, this Agreement shall operate is if the part did not exist but otherwise this Agreement shall be effective;
4.3.3. Liability for breach of a condition or warranty implied into this Agreement by the Competition and Consumer Act 2010 (other than a condition implied by Subdivision A of Division 1 of part 3-2 of Schedule 2) is limited to any one of the following as determined by Mercer:
the supply of the Content again;
the payment of the cost of having the Content supplied again.
5. OWNERSHIP OF CONTENT
5.1. This Agreement is not a sale of the Content. You agree and acknowledge that the Content, including, without limitation, data relating to market index levels and returns (the "Index Data"), the algorithms, subroutines, routines, textual and graphical materials, and modules, their arrangement, organization, and methods of interaction, and all related documentation, databases, data formats, output formats, and other aspects thereof and their modifications and enhancements, are confidential and trade secret information that is proprietary to and solely owned by Mercer or its Service Providers (the "Confidential Information"), together with all related copyrights and trademarks, and are also protected under applicable database protection laws. Mercer or its Service Providers (as the case may be) shall retain the exclusive and sole ownership of the Content and Index Data and all related intellectual property rights. Where applicable, the Service Provider is identified within the Content. Other Confidential Information may be revealed to you in the future. You agree to hold all such Confidential Information in strictest confidence. You shall not modify, sell, transfer, or otherwise provide any of Mercer's Confidential Information, in whole or part, in any form to any entity or person who is not a User or an employee of Mercer who needs access to the information to facilitate your licensed use of the Content without Mercer's prior written permission. You shall not create derivative works of, or decompile, disassemble, translate, or otherwise reverse engineer, the Content or Index Data except as expressly permitted by this Agreement and applicable law. Except as required herein with respect to appropriate attributions, you agree not to use Mercer's intellectual property in the press and not to refer to Mercer or attribute any information to Mercer in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party, including the investment community, without Mercer's prior written consent. You shall not create or store in electronic form any shared library, data warehouse, archive, cache or frame of the data from the Content. The "Mercer" name and the names of Mercer's products referred to in the Content are Mercer's trademarks. All other product and company names belong to their respective owners. You agree that you shall take no action inconsistent with the foregoing acknowledgement and agreement.
5.2. You may only use the Index Data retrieved from the Content for your own internal business purposes while accessing the Content. Except as expressly permitted herein, you may not copy, distribute or redistribute the Index Data, including by caching, framing or similar means or sell, resell, re-transmit or otherwise make the Index Data available in any manner to any third party. You may not store the Index Data for the purposes of creating a historical database or historical data product. You may not use any of the Index Data as components or benchmarks of financial instruments, contracts, or securities nor may you use the Index Data in connection with the issuance, trading, marketing or promotion of investment products (e.g., derivatives, structured products, investment funds, investment portfolios, etc.) where the price, return and/or performance of the investment product is based on or related to the data without express permission from Mercer, the Service Provider or third party, as the case may be, that has ownership rights to the data. You agree to take appropriate action with your employees, agents and subcontractors, by agreement or otherwise, to satisfy your obligations under this Agreement with respect to the use copying, protection and security of the Index Data.
5.2.1 Mercer's Service Providers are listed at the following link: https:///www.mercerinsight.com/importantnotices. As set forth under the section entitled "License" above, where applicable, and provided that you must have obtained redistribution rights from the relevant Service Providers, you must identify Mercer's Service Providers as the source of the data. You may not delete or otherwise alter any references to Mercer or any of its Service Providers from any output or subsequent analysis and presentation. You must insert the current year in each attribution statement at the time it is being used.
5.2.2 You shall be responsible for any access to, use, or disclosure of, Mercer's or its Service Providers' Confidential Information by you or any of your employees and agents, and, further, shall defend, indemnify and hold harmless Mercer, its Service Providers, their affiliates, and their and their affiliates' respective directors, officers, employees, and agents from any and all injuries, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) caused by or resulting from any use or disclosure of information contrary to the provisions of this Agreement or for any breach by you of this Agreement. You acknowledge that Mercer and its Service Providers will be irreparably harmed if your obligations under this Agreement are not specifically enforced and that they would not have an adequate remedy at law in the event of an actual or threatened violation by you of your obligations. Therefore, you agree that Mercer and its Service Providers shall each be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by you or your employees without the necessity of showing actual damages or that monetary damages would not afford an adequate remedy. The foregoing shall be in addition to and without prejudice to or limitation on any other rights Mercer and its Service Providers may have under this Agreement, at law or in equity.
THE CONTENT IS LICENSED ONLY TO YOU. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE CONTENT, ON A TEMPORARY OR PERMANENT BASIS, EXCEPT AS PERMITTED HEREIN.
7. EXPORT/IMPORT RESTRICTIONS AND TARIFFS
Access to and use of the Content may not be provided by you to anyone in any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. Furthermore, you will comply with any import laws, rules and regulations of the countries and jurisdictions where you access and use copies of the Content. You agree to indemnify Mercer and hold Mercer harmless from any fines or other penalties, as well as any tariffs, import or export taxes levied with respect to the Content by jurisdictions in which you receive, access or use said Content or for any violation of the requirement not to provide access to and use of these Content for use in any country prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.
8. TECHNICAL SUPPORT
Mercer will provide reasonable technical support and training to Users. The level of technical support and/or training will be at Mercer's sole discretion. Mercer will provide a help desk during its normal business hours to respond to any questions regarding use of the Content.
9. U.S. GOVERNMENT RESTRICTED RIGHTS
The Content and documentation are provided with Restricted and Limited Rights (as defined in DFAR). Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFAR Section 252.227-7013 or FAR Section 52.227-19, as applicable, and additional restrictions set forth in this Agreement. Contractor/ Manufacturer of the Content is Mercer, 155 North Wacker Drive, Suite 1500, Chicago, Illinois 60606, USA.
11.1 Disclosure of conflict of interest. For a copy of the latest conflict of interest statement for Mercer's Investment Consulting business, please visit: www.mercer.com/conflictsofinterest
11.2 Assignment. You may not assign any of your rights or obligations under this Agreement (in whole or part) without the prior written consent of Mercer. Any purported assignment by you in violation of this paragraph shall be void and constitute a material breach of this Agreement.
11.3 Modification and Waiver. A modification or waiver of the provisions of this Agreement shall be effective only if made in writing and signed by you and Mercer. The failure of Mercer to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of Mercer's rights arising out of any subsequent default of the same or similar nature.
11.4 Severability. Headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement. If any provision of this Agreement is held to be void, voidable, invalid or otherwise unenforceable, all other provisions shall nevertheless continue in full force and effect to the maximum extent permissible under applicable law.
11.5 Third Party Beneficiaries. You acknowledge that Mercer's Service Providers are intended to be third-party beneficiaries of the provisions of this Agreement, and shall be entitled to enforce its provisions as fully as if parties hereto.
11.6 Jurisdiction. Each party hereby irrevocably agrees that this Agreement and any controversy or claim of whatever nature arising out of or relating to it or breach thereof shall be construed, interpreted and governed by the laws of the State of New York in the United States of America, without regard to the United Nations Convention on Contracts for the International Sale of Goods and any amendments thereto, the application of which is expressly excluded. Jurisdictional venue for any proceedings involving this Agreement shall be the exclusive jurisdiction of the courts located in the State of New York. Each party, on behalf of itself and its Affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement or any Services provided by Mercer or its Affiliates. The waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party agrees not to include any employee, officer, director or trustee of the other as a party in any action, proceeding or counterclaim relating to such dispute. The English language version of this Agreement shall prevail over any translation thereof into another language.
11.7 Consent to Disclose. You agree that Mercer is entitled to disclose information relating to this Agreement or you to regulators having jurisdiction over our business. You also agree that, notwithstanding any other provision in this Agreement, we may include the identities of those persons who are identified by you as contact persons for you and information about the terms of this Agreement and the fees in our internal client management, financial and conflict checking databases.
11.8 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between Mercer and you with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written or electronic, and all other communications between us relating thereto.
11.9 Survival. The provisions of the following Sections of this Agreement shall survive any expiration, termination, or rescission of this Agreement: Warranty Disclaimer, Limitation of Liability, Ownership of Content, and Other.
11.10 Contact. Should you have questions regarding this Agreement, you may contact Mercer by writing to Software Contract Administration, Mercer, 155 North Wacker Drive, Suite 1500, Chicago, Illinois 60606, USA.
Certain financial information included in MERGENT DATA is proprietary to Mergent, Inc. ("Mergent") Copyright Â© 2013. Reproduction of such information in any form is prohibited. Because of the possibility of human or mechanical error by Mergent sources, Mergent or others, Mergent does not guarantee the accuracy, adequacy, completeness, timeliness or availability of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITHY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall Mergent be liable for any indirect, special or consequential damages in connection with subscriber's or other's use of such information.
Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
The below language is a guide to assist in meeting NASD and other regulatory disclosure requirements related to the use of ratings and other data in marketing materials. Company may find alternative ways to display the necessary disclosure elements that may also meet regulators requirements. In the event that the NASD or other regulatory agency requires revisions to the following disclaimer, Company may make such changes as deemed appropriate:
If Company uses or displays that part of the Product containing the Morningstar Rating, Licensee may include the following disclaimer:
For open end funds, closed end funds or variable annuity underlying funds:
For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund"s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. [Insert name of fund] was rated against the following numbers of U.S.-domiciled [insert name of category] funds over the following time periods: [insert number of funds in category during prior 3-year period] funds in the last three years, [insert number of funds in category during the prior 5-year period] funds in the last five years, and [insert number of funds in category during the prior 10-year period] funds in the last ten years. With respect to these [insert name of category] funds, [insert name of fund] received a Morningstar Rating of [insert number of stars for 3-year rating] stars, [insert number of stars for 5-year rating] stars and [insert number of stars for 10-year rating] stars for the three-, five- and ten-year periods, respectively. Past performance is no guarantee of future results.
In the event a fund has multi-class funds, the following language should also be included:
Morningstar Rating is for the ____ share class only; other classes may have different performance characteristics.
The Morningstar Rating is provided for those exchange-traded funds ("ETFs") with at least a three-year history. Ratings are based on the ETF"s Morningstar Risk-Adjusted Return measure which accounts for variation in monthly performance, placing more emphasis on downward variations and rewarding consistent performance. An ETF"s risk-adjusted return includes a brokerage commission estimate. This estimate is intended to reflect what an average investor would pay when buying or selling an ETF. PLEASE NOTE, this estimate is subject to change and the actual brokerage commission an investor pays may be higher or lower than this estimate. Morningstar compares each ETF"s risk-adjusted return to the open-end mutual fund rating breakpoints for that category. Consistent with the open-end mutual fund ratings, the top 10% of ETFs in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. The overall rating for an ETF is based on a weighted average of the time-period ratings (e.g., the ETF"s 3,5, and 10 year rating).. The determination of an ETF"s rating does not affect the retail open end mutual fund data published by Morningstar. Past performance is no guarantee of future results.
Morningstar Rating for Load-Waived A-Shares
If Company uses or displays that part of the Product containing the Morningstar Rating for Load-Waived A Shares, Company may include the following disclaimer:
For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating based on how a fund ranks on a Morningstar Risk-Adjusted Return measure against other funds in the same category. This measure takes into account variations in a fund"s monthly performance after adjusting for sales loads (except for load-waived A shares) redemption fees, and the risk-free rate, placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. The Overall Morningstar Rating for a fund is derived from a weighted average of the ratings for the three-, five- and ten-year (if applicable) time periods. Load-waived A share star ratings do not include any front-end sales load and are intended for those investors who have access to such purchase terms (e.g., plan participants of a defined contribution plan). Not all A share mutual funds for which Morningstar calculates a load-waived A share star rating may actually waive their front-end sales load. Therefore, Morningstar strongly encourages investors to contact their investment professional to determine whether they are eligible to purchase the A share without paying the front load. [Insert name of fund] was rated against the following numbers of U.S.-domiciled [insert name of category] funds over the following time periods: [insert number of funds in category during prior 3-year period] funds in the last three years, [insert number of funds in category during the prior 5-year period] funds in the last five years, and [insert number of funds in category during the prior 10-year period] funds in the last ten years. With respect to these [insert name of category] funds, [insert name of fund] received a Morningstar Rating of [insert number of stars for 3-year rating] stars, [insert number of stars for 5-year rating] stars and [insert number of stars for 10-year rating] stars for the three-, five- and ten-year periods, respectively. Past performance is no guarantee of future results. The Morningstar Rating may differ among share classes of a mutual fund as a result of different sales loads and/or expense structure.
Morningstar Rating based on Extended Performance
If Company uses or displays that part of the Product containing the Morningstar Rating for certain fund share classes whose ratings are based on returns prior to the inception of that particular share class, (funds not typically rated by Licensor and based on adjusted historical returns), Company may include the following disclaimer:
Please note, some of the Morningstar proprietary calculations, including the Morningstar Rating, are not customarily calculated based on adjusted historical returns. The evaluation of this investment does not affect the retail mutual fund data published by Morningstar. For each retail mutual fund with at least a three-year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund"s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a retail mutual fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. This investment"s independent Morningstar Rating metric is then compared against the retail mutual fund universe breakpoints to determine its hypothetical rating. [Insert name of fund] was rated against the following numbers of U.S.-domiciled [insert name of category] funds over the following time periods: [insert number of funds in category during prior 3-year period] funds in the last three years, [insert number of funds in category during the prior 5-year period] funds in the last five years, and [insert number of funds in category during the prior 10-year period] funds in the last ten years. With respect to these [insert name of category] funds, [insert name of fund] received a Morningstar Rating of [insert number of stars for 3-year rating] stars, [insert number of stars for 5-year rating] stars and [insert number of stars for 10-year rating] stars for the three-, five- and ten-year periods, respectively. Past performance is no guarantee of future results.
In the event Company uses or displays that part of the Product containing the Morningstar Style Box, Company may include the following disclaimer:
The Morningstar Style Box reveals a fund"s investment strategy. For equity funds the vertical axis shows the market capitalization of the stocks owned and the horizontal axis shows investment style (value, blend or growth). For fixed-income funds the vertical axis shows the average credit quality of the bonds owned, and the horizontal axis shows interest rate sensitivity as measured by a bond"s duration (short, intermediate or long).
Morningstar Index Data
Certain of the information contained in FactSet: (I) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
You may utilize Morningstar Index Data within the Licensee Product only as described herein. You may perform research using the Morningstar Index Data, or run reports, comparisons or other analysis on investments using the Product.
You may not export more than an Insubstantial Amount of the Morningstar Index Data from FactSet.
Any Morningstar Index Data output on FactSet may only be distributed if all of the following conditions are met:
(i) Output is incorporated into, and distributed as a value-add report or presentation, which must be created using a part of the functionality available in the Licensee Product. The Licensee Product Output may not be distributed as a standalone product.
(ii) Output is only distributed on a limited, ad hoc basis and not used as part of a general mailing or included in external websites or distributed in other mass communication vehicles or formats, including, but not limited to, advertisements.
(iii) Output is not resold.
You agree that the distribution of any output that does not meet all of the conditions set forth will require the express prior written consent of Morningstar, and the payment of additional fees or royalties to be determined in Morningstar's sole discretion according to Morningstar's then current rates data licensing.
© Morningstar. All Rights Reserved. The information contained herein: (I) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible lor any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Subject to any relevant agreement directly between you ("Customer") and MSCI, your access to and use of MSCI indices and other data ("MSCI Data") hereunder is subject to the following terms and conditions:
The Customer represents that it will use the MSCI Data solely for internal purposes and will not redistribute the MSCI Data in any form or manner to any third party.
The Customer represents that it will not use or permit anyone else to use the MSCI Data in connection with the creating, managing, advising, writing, trading, marketing or promotion of any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise).
The Customer represents that it will treat the MSCI Data as proprietary to MSCI. Further, the Customer acknowledges that MSCI is the sole and exclusive owner of the MSCI Data and any trade secrets, copyrights, trademarks and other intellectual property rights in or to the MSCI Data.
The Customer represents that it will not (i) copy any component of the MSCI Data, (ii) alter, modify or adapt any component of the MSCI Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the MSCI Data available to any other person or organization (including, without limitation, the Customer's present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
The Customer agrees to indemnify, defend and hold harmless MSCI, its information providers, and any other third party involved in or related to the making or compiling of the MSCI Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys" fees and costs, as incurred, arising in any manner out of the Customer's or any third party's use of, or inability to use, the MSCI Data or any breach by the Customer of any provision contained in this Agreement.
The Customer acknowledges that MSCI may, in its sole and absolute discretion and at any time, terminate the Customer"s right to receive and/or use the MSCI Data.
The Customer hereby consents to FactSet Research Systems Inc. providing a list of Customer’s users receiving access to MSCI Data that includes component level data of any MSCI indices to MSCI from time to time as may be requested by MSCI.
THE MSCI DATA ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS. MSCI, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE MSCI DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MSCI DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). MSCI, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE MSCI DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
CUSTOMER ASSUMES THE ENTIRE RISK OF ANY USE CUSTOMER MAY MAKE OF THE MSCI DATA. IN NO EVENT SHALL MSCI, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE MSCI DATA, BE LIABLE TO THE CUSTOMER, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE CUSTOMER TO USE THE MSCI DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF MSCI, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE MSCI DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
Terms & Conditions
You must agree to these terms and conditions (“Terms & Conditions”) if you are receiving from FactSet Research Systems Inc. (“FactSet”) delayed market data by means of a data feed (“Market Data”) that is provided by New York Stock Exchange, Inc. and its affiliates (“NYSE”), on behalf of yourself and any of your affiliates with whom you have a control relationship and to whom you grant access to the Market Data (“Affiliates”) and any person, other than FactSet or a "common carrier" (as defined in the Federal Communications Act) (i) that assists you in any aspect of your receipt or other use of Market Data (including any facilities manager, equipment operator, signal broadcaster or installation contractor) and (ii) as to which NYSE has made the "Service Facilitator" determination that Paragraph 4(a) describes (“Service Facilitator”). You may agree to these Terms & Conditions by signing below. Your receipt of the Market Data also constitutes acceptance of these Terms & Conditions.
1. PROPRIETARY INTERESTS. You understand and acknowledge, and shall assure that each Affiliate and Service Facilitator (if any) understands and acknowledges, that NYSE and certain other parties that supply any portions of the Market Data to NYSE (“Suppliers”) have a proprietary interest in the Market Data that originates on or derives from its markets or in its index information.
2. FEES; DISCLOSURES. If you elect to receive the Market Data, you shall:
(i) comply with any contract and fee collection requirements that NYSE may specify from time to time as to persons receiving the Market Data (NYSE agrees that there are no fees for delayed Market Data);
(ii) if you include the Market Data in any electronic display, assure that each electronic display of delayed Market Data conspicuously exhibits a statement indicating that the information has been delayed and the duration of the delay; and
(iii) if you choose to promote your use of the Market Data, assure that any advertisement, sales literature or other material promoting your use of any Market Data includes such a statement in a conspicuous manner.
You shall assure that the statement is effected in the form and manner that makes it readily visible to any person viewing the display or promotional material. In addition, you shall comply with any reasonable regulation that NYSE may adopt from time to time to assure that viewers of the Market Data are not misled as to it being delayed data.
3. INSPECTION. You shall assure that any person authorized in writing by NYSE has access at any reasonable time to any of your premises or premises of your Affiliates or Service Facilitators (if any) where Market Data was received. In the presence of officials in charge of the premises, the authorized person may (i) examine any component of equipment and software used for the purpose of receiving, storing and utilizing Market Data and located at the premises and (ii) observe the use of Market Data and all operations located or conducted at the premises, solely to monitor compliance with these Terms & Conditions.
4. a. SERVICE FACILITATORS. NYSE will determine in its sole discretion whether any person assisting you for the purposes of receiving Market Data is a "Service Facilitator" and, therefore is excused from entering into a separate agreement with NYSE. NYSE will base its determination upon such criteria as (i) the nature and quantity of the Market Data-related functions that the person performs and (ii) the extent to which you own or are under common ownership with, the person. You shall not permit any person other than FactSet or a common carrier to assist you in receiving the Market Data unless the person has entered into an agreement with NYSE governing the assistance.
b. AFFILIATES. NYSE will determine in its sole discretion whether any "control relationship" between you and any person qualifies the person as your Affiliate for the purposes of these Terms & Conditions. If you choose to provide the Market Data to partners or officers and employees of your Affiliates, any such partner, officer or employee will be deemed to be your partner, officer or employee.
c. GUARANTEE. You unconditionally guarantee that each Service Facilitator and Affiliate (i) will fully comply with the provisions of these Terms & Conditions that protect against unauthorized access to Market Data that relate to installation, maintenance and inspection or that otherwise apply in respect of the Service Facilitator or Affiliate to the same extent as if it had agreed to these Terms & Conditions, and (ii) will not cause you to fail to comply with these Terms & Conditions. You shall inform each Service Facilitator and Affiliate of all relevant provisions of these Terms & Conditions and shall promptly provide NYSE with a full description whenever it learns that a Service Facilitator or Affiliate has failed to so comply or has caused you to fail to comply.
d. CURE AND DISCONTINUATION OF ACCESS. Whenever NYSE notifies you in writing that it has determined that a Service Facilitator or Affiliate has failed to act in accordance with, or in the manner specified in, these Terms & Conditions, you shall promptly cure the breach or rectify the failure. If NYSE so instructs, you shall discontinue giving Market Data access to the partners, officers and employees of the Affiliate, or using the Service Facilitator, under these Terms & Conditions.
5. a. PREVENTION AND DISCOVERY. You shall use best efforts to assure that no "Unauthorized Recipient" obtains Market Data from you or from your equipment and software. An "Unauthorized Recipient" is any person other than you, an Affiliate or Service Facilitator in its authorized access to that type of Market Data. If an Unauthorized Recipient does so obtain Market Data, you shall use best efforts to ascertain the source and manner of acquisition, shall fully and promptly brief NYSE and shall promptly pay the applicable amounts described in Paragraph 5(d) below. You shall otherwise cooperate and assist in any investigation relating to any unauthorized receipt of Market Data made available pursuant to you under these Terms & Conditions.
b. YOUR COOPERATION AND ASSIGNMENT. Any one or more Suppliers may sue or otherwise proceed against any Unauthorized Recipient, including suing or proceeding to prevent the Unauthorized Recipient from obtaining, or from using any type of Market Data that it or they, make available. If any one or more Suppliers institute any suit or other proceeding against the Unauthorized Recipient, you, unless made a defendant in the suit or proceeding,
(i) shall assure that you and Affiliates and Service Facilitators (if any) cooperate with and assist the Suppliers in the suit or proceeding in all reasonable respects, provided that the Suppliers reimburse you for reasonable out-of-pocket expenses; and
ii) if the one or more Suppliers so elect in writing, you shall assure that all of your, Affiliates' and Service Facilitators' right, title and interest in the suit or proceeding and in its subject matter will be assigned to the Suppliers.
If the one or more Suppliers elect the assignment, it or they shall indemnify, hold harmless and defend you against any cost, liability or expense (including reasonable attorneys' fees) that arises out of or results from the suit or proceeding.
c. THIRD PARTY SUITS AGAINST YOU. If any person brings a suit or other proceeding to enjoin you, any Affiliate or any Service Facilitator from refusing to furnish any type of Market Data to any Unauthorized Recipient, you shall promptly notify NYSE. The Suppliers that make that type of Market Data available may intervene in the suit or proceeding in the name of you, the Affiliate or the Service Facilitator, as appropriate, and, through counsel chosen by the intervening Suppliers, may assume the defense of the action on behalf of you, the Affiliate or the Service Facilitator. Intervening Suppliers shall jointly and severally indemnify, hold harmless and defend you against any loss, liability or expense (including reasonable attorneys' fees) that arises out of or results from the suit or proceeding.
d. CHARGES FOR UNAUTHORIZE INSTALLATIONS. If NYSE notifies you that it has
determined in its sole discretion that you have made any unauthorized provision or use of Market Data made available to you under these Terms & Conditions, you shall pay (i) any applicable charge(s) that would have been imposed on you or an Unauthorized Recipient in respect of a provision or use, whether by you or by an Unauthorized Recipient, had it been authorized or reported and (ii) an administrative fee equal to ten percent of those charges. You payment obligations apply regardless of whether a person responsible for an unauthorized provision or use received the Market Data from you directly or from a person in the chain of dissemination that began with an unauthorized provision or use by you. The Suppliers reserve the right to recover punitive damages for any deliberate breach of good faith and the like.
e. WITHDRAWAL OF RECIPIENT APPROVAL. If NYSE notifies you in writing that any of the Suppliers have terminated your right or the right of any previously authorized recipient to receive any type of Market Data, you (i) shall cease receiving or furnishing that type of Market Data to the person within five business days of the notice, as applicable, and (ii) shall, within ten business days, confirm the cessation, and inform NYSE of the cessation date, by notice.
f. INDEMNIFICATION. If you refuse to furnish, or to continue to furnish, to any previously authorized person any type of Market Data solely because NYSE has notified you in writing that any of the Suppliers do not authorize, or no longer authorize, the person to receive that type of Market Data, the Suppliers shall jointly and severally indemnify, hold harmless and defend you from and against (i) any suit or other proceeding that arises from the refusal, and (ii) any liability, loss, cost, damage or expense (including reasonable attorneys' fees) that you incur as a result of the suit or proceeding. The Suppliers shall have sole control of the defense of any such suit or proceeding and of all negotiations for its settlement or compromise. Your prompt notice to NYSE of any such suit or proceeding is a condition to your rights hereunder. Those rights do not apply when you cease to furnish Market Data to a person, or in a manner, not authorized by NYSE.
6. PROHIBITED USE AND PATENT INDEMNIFICATION. You shall indemnify, hold harmless and defend each of NYSE and the Suppliers from and against any suit or other proceeding at law or in equity, claim, liability, loss, cost, damage, or expense (including reasonable attorneys' fees) incurred by or threatened against NYSE or any of the Suppliers that arises out of or relates to
(a) any use of Market Data other than as provided in these Terms & Conditions by you, an Affiliate or a Service Facilitator, or
(b) any claim that either any component of the equipment and software used for the purposes of receiving the Market Data (excluding any equipment and software you or Service Facilitators (if any) do not supply, install or make available to, or operate or maintain receiving the Market Data) or the manner of the use made of the component or of Market Data provided pursuant to these Terms & Conditions infringes any United States or foreign patent or copyright or violates any other property right.
NYSE's provision to you of prompt written notice of the suit or proceeding is a condition to you obligations hereunder. You shall have sole control of the defense of the suit or proceeding and all negotiations for its settlement or compromise.
7. NYSE and the Suppliers do not guarantee the timeliness, sequence, accuracy or completeness of Market Data made available or of other market information or messages disseminated by NYSE or any of the Suppliers. NYSE and the Suppliers will not be liable in any way to you or to any other person for:
(a) any inaccuracy, error or delay in, or omission of, (i) any such data, information or message, or (ii) the transmission or delivery of any such data, information or message, or
(b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, information or message,
due either to any negligent act or omission by NYSE or any of the Suppliers or to any "Force Majeure" (i.e., any flood, extraordinary weather conditions, earthquake or other act of God, fire. war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, or equipment or software malfunction) or any other cause beyond the reasonable control of any NYSE or any of the Suppliers.
NZFMA End User Subscription Agreement
Copyright, The Nigerian Stock Exchange. Your use of any information from The Nigerian Stock Exchange is subject to your obligation not to delete any copyright or proprietary notice contained therein.
Recipients of real-time market data of NSE Data & Analytics Limited (Previously NSE DotEx) are not permitted to use the data for trading, settling derivative products, issuance of overseas derivatives instruments and/or structured products on exchange-traded derivative contracts on Indian Securities which are traded on foreign exchange and/or foreign exchange platforms.
OECD grants you the right to use these OECD databases and associated materials for information, personal use and non-commercial purpose only. Unauthorised reproduction, lending, hiring, transmission or distribution of all or part of these OECD databases and associated materials is prohibited. You must treat these OECD databases and associated materials and any elements thereof like any other copyrighted material.
Applications for permission to reproduce all or part of these OECD databases should be made to:
2 rue Andre-Pascal
75775 PARIS Cedex 16
Click here for further information.
OTC Markets Subscriber Agreement for real-time access
User shall abide by the following conditions regarding the use of news, etc. provided by NIKKEI Inc., the Supplier (“NIKKEI”), and its affiliated companies.
1. News Provided by NIKKEI (“NIKKEI NEWS”)
(1) User abides by the following restriction provisions in respect of Data which Licensor procures from NIKKEI.
(i) User shall not process news included in Service nor store such news for ninety (90) days or more even in its terminal which receives such Data.
(ii) User may store the indexes included in such Data only transiently and in small way in the disk unit attached to its terminal which receives such indexes.
(2) User shall use NIKKEI NEWS only for the purpose of conducting its business (except the business on providing information), and shall not disclose or make available to any third party NIKKEI NEWS, excluding the case if one of the following event occurs:
(i) If User makes available to customers visiting the premises of User (including potential customers. The same shall apply hereinafter.) NIKKEI NEWS in its terminal which receives the Service or by printing out the terminal screen;
(ii) If User makes available to customers NIKKEI NEWS in the portable PC terminal or the tablet terminal which receives the Service at the places other than the premises of User;
(iii) If User prints out NIKKEI NEWS of which User has been granted a sublicense right to distribute by NIKKEI in writing, and distributes it to a third party pursuant to the sublicense conditions; or
(iv) If User displays NIKKEI NEWS on the digital signage display without search function and make it available to any third party.
(3) If whole or part of the business of User comes under mass media such as newspaper, broadcast, telecommunication, magazine, User shall notify QUICK thereof and separately execute a special contract with QUICK to ensure that User does not use NIKKEI NEWS in its media.
2. Index Calculated and Published by NIKKEI and Related Basic Information Data
(1) If User utilizes stock price index calculated and published by NIKKEI (including, but not limited to Nikkei Stock Average), User shall separately execute an agreement for the use of index with NIKKEI.
(2) If User utilizes NIKKEI basic information data, User shall separately execute an agreement for the use of data with Nikkei Digital Media, Inc. (“NIKKEI DM”).
3. NEEDS Data Provided by NIKKEI DM
(1) User shall have access to NEEDS Data only in terminal which receives the Service or on a paper on which the terminal screen is printed out, and shall not store the whole or part of NEEDS Data, store NEEDS Data in the electronic or magnetic recording media of the system operated by User such as the server, nor make a database of NEEDS Data.
(2) User shall not permit any third party to provide, have access to or quote, etc. the whole or part of NEEDS Data in any manner, except distribution of a written or a PDF-format material for explanation or proposal to customers prepared by User, reciting NEEDS Data and identifying the source. In addition, even in this case, User shall not distribute NEEDS Data in the form that gives a comprehensive overview or that can be edited or modified by customers.
4. Nikkei Earnings Estimates Data Provided by Nikkei DM
Notwithstanding the preceding article, User acknowledges that any and all intellectual property right in Nikkei Earnings Estimates Data included in NEES Data shall belong to NIKKEI and that the use conditions for Nikkei Earnings Estimates Data shall be the same as those for NIKKEI NEWS set forth in Article 1.
(Note: On and after July 1, 2015, “Nikkei DM” stated above shall be changed to “Nikkei Inc.”, according to Nikkei DM shall be merged into Nikkei Inc.)
Subscribers having access to all or part of the Polish Press Agency ("PAP") service can only use the PAP service for its own internal information needs without any right to redistribute the information further in any form without the written consent of PAP.
1983-Reuters com, Inc. ALL RIGHTS RESERVED. All copying and redistribution are prohibited.
The following are trademarks of Reuters Research Inc. ("Reuters"): Multex, Reuters Knowledge for Analysts, Multex.com, Multex Corporate, Reuters Estimates, Reuters Estimates Online, Reuters Research Solutions, Reuters Fundamentals, Multex Investor, Multex IR, Multex mDNA, Multex Net, Reuters Research on Demand, Multex Publisher, Multex Research and the Internet Analyst. This application and system contains other trademarks and logos of Reuters and other organizations, all of which are the property of their respective owners, and may not be used or displayed without such owner"s express written consent.
Reuters and its affiliates obtain information from sources they believe to be reliable, but do not warrant its accuracy or fitness for a particular purpose, and disclaim for themselves and their information providers all liability arising from its use. The information provided is not offered as tax, legal, or investment advice, or an offer to buy or sell securities. The information provided may be displayed and printed for your personal, non-commercial use only. You may not reproduce, re-transmit, distribute, disseminate, sell, publish, broadcast or circulate the information in any form or media to anyone, without the express written consent of Reuters.
Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Manager Universes. Russell® is a trademark of Russell Investment Group. Your access to and use of component level data of any indices provided by Russell Investment Group (“Russell”) is subject to your consent to FactSet Research System Inc. providing a list of your users receiving access to such data to Russell from time to time as may be requested by Russell.
This may contain information obtained from third parties, including pricing and ratings from credit ratings agencies. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS shall not be liable for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs OR LOSSES CAUSED BY NEGLIGENCE) in connection with any use of THEIR CONTENT, INCLUDING ratings. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.
Desk Top Use Only
(i) Distributor shall limit Desktop User's downloading to on screen views. Distributor shall not enable any data downloading in applications designed for bulk downloading.
(ii) Desktop Users are prohibited to use Wholesale Services 1) for valuations and/or risk management, 2) to populate database, build models, and/or integrate Data into Excel or spreadsheet via Plugin or other API, code, or programs, and 3) as screening tool, all of which require Wholesale Subscribers to enter into direct agreements with CMA or an appropriate license with Distributor (as applicable);
(iii) Data may be downloaded by a Desktop User in charts, reports, table formats;
(iv) Each Desktop User may download Data to a desktop/computing device used solely for such Desktop User's individual use and not for any centralized, interdepartmental or shared use;
(v) Once downloaded to a Desktop User's computing device, Data must remain on such Desktop User's computing device and may not be uploaded, copied or transferred to, or stored or managed in, any other desktop/computing device, including that of another Desktop User, or any device, directory, database or other repository that is shared or can be accessed by others (e.g. the download functionality may not be used to populate databases); and
(vi) Desktop Users may download Data or only as a convenience in connection with Desktop Users' use of the Wholesale Services and not as an alternative to obtaining the Content from and/or pursuant to an agreement with CMA.
Desktop API Use Only
(i) Distributor shall Desktop API Users are prohibited to use Wholesale Services 1) for valuations and/or risk management, 2) to populate database, and build models, and 3) as screening tool, all of which require Desktop API Subscribers to enter into direct agreements with CMA or an appropriate license with Distributor (as applicable);
(ii) Distributor may permit Data may to be downloaded by Desktop API Users in charts, reports, table formats;
(iii) Each Desktop API User may download Data to a desktop/computing device used solely for such Desktop API User's individual use and not for any centralized, interdepartmental or shared use;
(iv) Once downloaded to a Desktop API User's computing device, Data must remain on such Desktop API User's computing device and may not be uploaded, copied or transferred to, or stored or managed in, any other desktop/computing device, including that of another Desktop API User, or any device, directory, database or other repository that is shared or can be accessed by others (e.g. the download functionality may not be used to populate databases); and
(v) Desktop API Users may download Data or integrate Data into Excel or spreadsheet via Plugin or other API, code, or programs only as a convenience in connection with Desktop API Users' use of the Desktop API Services and not as an alternative to obtaining the Content from and/or pursuant to an agreement with CMA.
In connection with Licensee's right to use and/or distribute insubstantial amounts of data/information ("Excerpts") from S&P Capital IQ ETF or ETN Reports ("S&P CapitallQ Reports"), Licensee agrees that Licensee: (A) may not excerpt the S&P Capital IQ Reports in a manner that could be misleading; (B) must provide atttibution to Standard & Poor's Financial Services LLC as the source of the S&P Capital IQ Reports from which Licensee is excerpting and include an appropriate disclaimer of liability on behalf of S&P, its affiliates and its third-party infoImation providers generally in relation to such excerpts and the context from which it is drawn; and (C) may only distribute Excerpts from the S&P Capital IQ Reports to clients that are domiciled or permanently reside in the United States or Canada. In connection with the distribution of any Excerpts in Canada, Licensee further agrees: (A) Licensee may only distribute Excerpts of the S&P Capital IQ reports to clients that are domiciled or permanently reside in Canada if Licensee is a registered Canadian dealer or investment advisors; and (B) in the event that Licensee adds its own language to such Excerpts, Licensee shall be deemed to have assumed regulatory responsibility for the Excerpts and must include a disclaimer with the Excerpts to such effect.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, S&P, ITS AFFILIATES AND ALL OF THEIR THIRD PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE S&P SERVICES, INCLUDING TIlE INFORMATION, DATA, SOFTWARE, APPLICATIONS OR PRODUCTS CONTAINED THEREIN OR THE RESULTS OBTAINED BY THEIR USE OR THE PERFORMANCE THEREOF. A reference to a particular investment or security in the S&P Services is not a recommendation to buy, sell, or hold such investment or security. NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P SERVICES OR ANY COMPONENT THEREOF. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABlLITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE S&P SERVICES AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND SUBSCRIBER'S AND/OR LICENSEE'S USE OF THE S&P SERVICES IS AT LICENSEE'S OWN RISK.
Copyright by Standard & Poor"s Financial Services LLC (S&P) a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. No content (including ratings, credit-related analyses and data, model, software or other application or output there from) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of S&P. The Content shall not be used for any unlawful or unauthorized purposes. S&P, its affiliates, and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions, regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT"S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of the Content even if advised of the possibility of such damages.
Credit-related analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or to make any investment decisions. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P"s opinions and analyses do not address the suitability of any security. S&P does not act as a fiduciary or an investment advisor. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. S&P may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees.
The content provided by SIX Financial Information is the property of SIX Financial Information and its data suppliers and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. No proprietary and similar rights in such content are being transferred to the client. The client agrees to use the content solely via the applicable FactSet applications and feeds.
The client is not allowed to create derivative works of, reverse engineer, reproduce, copy, "screen scrape", decompile or disassemble, mirror, frame, modify, adapt and reformat the content. The client is only allowed to use the content internally for its own business and only within his own legal entity, without giving access to any third parties unless otherwise allowed by the applicable SIX Financial Information's data suppliers and where allowed by such data suppliers, without SIX Financial Information's consent only to third parties acting on behalf and solely for the benefit of the client.
The client is not allowed to disseminate and redistribute the content outside its own legal entity, in whole or in part, except – subject to SIX Financial Information's data suppliers' consent, where required – for an insubstantial amount of the content (i.e., an amount of the content that has no independent commercial value, could not be used as a substitute for the content or any part of it, and is not separately marketed). The client will be liable for any claims, losses, or other liabilities suffered by SIX Financial Information as a result of non-compliance with these content usage provisions.
SIX Financial Information and its data suppliers make no representation, guarantee, undertaking or warranty as to the accuracy, correctness, timeliness, sufficiency, suitability, reliability, appropriateness, fitness for a certain purpose, title, completeness or availability of the content. To the extent permitted by law, SIX Financial Information and its data suppliers exclude all liability. SIX Financial Information does not provide any legal, compliance, financial, investment, tax or other advice. The access and use of the content is at the client's own risk.
BIC data used with permission of S.W.l.F.T SCRL. Database rights reserved 2016.
CUSIP Data. Licensee agrees that for the duration of this Agreement and any perpetual license granted hereunder, it shall comply with the following terms:
(a) Licensee agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor's CUSIP Service Bureau (“CSB”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Any use by Licensee outside of the clearing and settlement of transactions requires a license from the CSB, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to CSB and ABA and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, Licensee agrees that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled;
(b) Licensee agrees that Licensee shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Licensee further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB; and
(c) NEITHER CSB, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CSB, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CSB, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
Licensee agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.
ISIN Data. Licensee agrees that for the duration of this Agreement and any perpetual license granted hereunder, it shall comply with the following terms: Licensee shall have an appropriate license as necessary to obtain the applicable ISIN data. “ISIN” means International Securities Identifying Number.
CGS ISIN Data for use within the EEA
Unless otherwise permitted under its own agreement with CGS, [Customer] shall not sell or otherwise charge for any ISIN Records or re-distribute to third parties (including any Affiliates (as defined below) of [Customer], except for Affiliates that are incorporated within the EEA or have their registered seat or principal place of business within the EEA) all or any material portion of the US ISIN Record Masterfile. [Customer] shall be entitled to use the US ISINs or ISIN Records for any communications, contacts and information exchanges conducted in the normal course of [Customers business as at the date the relevant ISIN Record Subscription Agreement is concluded, provided that such communications, contacts or in formation exchanges do not include Bulk Distribution (except as is necessary to comply with applicable regulatory reporting requirements and/or central bank operations) or include other specific activities that would characterize such use as a Service Bureau or an ISP. For the avoidance of doubt, "Use within the EEA" shall also permit the following activities: (a) communications, contacts and information exchanges with, including Bulk Distribution to, any EEA Affiliate; and (b) communications, contacts and information exchange with, excluding Bulk Distribution to, any Non-EEA Affiliate, although this is without prejudice to CGS's right to require a subscription agreement with any Non-EEA Affiliate that wishes to use US ISINS or ISIN Records in its own business operations.
Affiliates shall be bound by the terms and conditions of this Agreement to the same extent as [ Customer]. [Customer] shall inform such Affiliates of the terms and conditions of this Agreement. [Customer] agrees that is shall be directly responsible and liable to CGS for its Affiliates' compliance with the terms and conditions of this Agreement. [Customer] agrees to honor and comply with all reasonable requires by CGS to enforce the terms of this Agreement against any such Affiliates in the event that CGS has reason to believe that such Affiliate may have violated any of the terms or conditions of this Agreement.
For purposes of this Agreement, "Affiliate" means, with respect to a particular undertaking, another undertaking that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such particular undertaking. For purposes hereof, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a particular undertaking, whether through the ownership of more than fifty percent (50%) of either the voting securities or other equity interest, by contract or otherwise. Bulk Distribution" means the distribution or other dissemination to third parties of all, substantially all or any material portion of US ISINs or ISIN Records; Bulk Distribution is an example of usage of US ISINS or ISIN Records which would typically categorize the bulk distributor as a Service Bureau or an ISP. "EEA Affiliate" means any Affiliate (as defined above) that is: (a) incorporated within the EEA or has its registered seat or principal office within the EEA; and (b) specifically listed in this Agreement as an EEA Affiliate. “Non –EEA Affiliate” means any Affiliate (as defined above) that is (a) not an EEA Affiliate (as defined above); and (b) specifically listed in this Agreement as a non-EEA Affiliate.
[Customer] represents and agrees that [Customer] and its agents shall not strip out, extract or otherwise use, sell or distribute any CUSIP identifiers or codes (or any portions thereof) that may be embedded or included within the US ISIN Record Masterfile or any ISIN Record for any purpose, without first having obtained a separate license for these purposes for CUSIP Global Services.
The ISIN Records are provided to [Customer] on an “as is” basis, without any warranties as to accuracy, merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such ISIN Records. Neither CGS, S&P, the ABA nor their affiliates shall have any responsibility or liability for any errors or omissions nor shall they be liable for any damages, whether direct or indirect, special or consequential. In no event shall the liability of CGS, S&P, the ABA or any of their affiliates pursuant to any cause of action, whether in contract, tort or otherwise exceed the fee paid by [Customer] for access to such ISIN records in the month in which such cause of action is alleged to have arisen.
[Customer] agrees that in the event of a breach of the foregoing provisions, CUSIP Global Services (“CGS”), S&P Global Market Intelligence LLC (“S&P”) and the American Bankers Association (“ABA”) shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS, S&P and/or the ABA may be entitled.
CGS, C&P, and the ABA shall be direct third party beneficiaries under this agreement and shall be entitled to enforce these terms directly against [Customer] and/or any Affiliate(s) (as defined above) of [Customer].
Copyright, Standard & Poor's Financial Services LLC. Reproduction of any Compustat Data in any form, populating any database or security master with any Compustat Data and downloading more than the minimal amounts of Compustat data from the FactSet platforn is prohibited except with the prior written permission of S&P. Licensee agrees and acknowledges that all use of Compustat data shall be governed by its direct agreement with Standard & Poor's Financial Services LLC.
Thomson Reuters processes personal information of Users in accordance with Thomson Reuters' Privacy Statement set out in: http://thomsonreuters.com/products_services/financial/privacy_statement
For the avoidance of doubt, Subscribers shall have no right under any Subscriber Agreement to use Information supplied by the Licensee in any Automated Trading Applications other than those made available by the Licensee in accordance with this Agreement without the prior written approval of the Stock Exchange, which may require a supplementary agreement between the Subscriber and the Stock Exchange;
For the avoidance of doubt Subscribers shall have no right to use Real Time Information in Other Non-display Use Applications or to use Information to create Indices, to price Financial Products or to support spread betting or similar activities on the price of any financial instrument to which Information relates, without the prior written approval of the Stock Exchange, which requires a supplementary agreement between the Subscriber and the Stock Exchange.
Maintain records and, where applicable, require Subscribes to maintain records in accordance with Appendix 5, obtain from Subscribres where necessary and provide all information reasonably required by the Sctock Exchange in order to verify compliance with the Agreement.
Appendix 5 Section VIII: Maintenance of Records:
The Licensee shall keep complete, accurate and up-to-date records relating to the use of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to the Stock Exchange in accordance with the Agreement. Where applicable, the Licensee shall require subscribers to maintain similar records. All records required to be maintained under this Agreement shall be kept for a minimum of two (2) years and made available to the Stock Exchange on request for audit inspection in accordance with this Agreement.