The terms set forth below (the “Third-Party Data Terms”) govern Customer’s use of third-party data, content, and information provided by third parties that is made available on or in connection with the Services (“Third-Party Data” and each applicable data providers, a “Data Provider”). Capitalized terms undefined herein shall have the meaning set forth in the Master Subscription Agreement found at https://databook.com/msa/. By using the Services, Customer agrees to be bound by these Third-Party Data Terms. “Agreement” shall refer to the MSA or other agreement between Databook and Customer pursuant to which (together with any Order Document, SOW or similar document), Customer has subscribed to the Services. Databook may make available on or in connection with the Services certain Third-Party Data. The terms and conditions set forth herein govern Customer’s use of Third-Party Data.

 

(a) General. All or some portions of Third-Party Data may be subject to separate third-party license agreements or terms, including open-source license agreements.  Notwithstanding anything to the contrary in the Agreement, such third-party license agreements govern Customer’s use of such Third-Party Data and control and supersede the terms of this Agreement to the extent of any conflict herewith, and Customer is solely responsible for its (and, for clarity, its Authorized Users’) compliance with all third party license agreement(s) or terms applicable to Third-Party Data, provided that such third party license agreements or terms have been provided to Customer in writing (which may be effected by an update to this webpage and email notice to Customer of such update), and which may be updated from time to time with advance written notice to Customer.  To the extent expressly authorized by a supplier of Third-Party Data, Databook agrees to pass on to Customer the warranties provided to Databook by such supplier with respect to such Third-Party Data.

(b) Headline Data.  The Services may include headlines and associated content from news articles, blogs, and similar third-party sources (such articles, blogs, and other third-party sources, “Sources” and the underlying data, the “Headline Data”). Databook represents and warrants that it has sufficient rights, licenses, authority and/or permission necessary to provide the Headline Data to Customer through the Services. With respect to the Headline Data, Customer agrees not to (i) create, modify, distribute, transmit, display, or perform derivative works based on the Headline Data; (ii) copy, frame or mirror any part or content of the Headline Data; (iii) delete or alter Headline or its Sources’ copyright, trademark or other proprietary notices, branding or attribution (iv) access the Headline Data for the purposes of monitoring its availability, performance or functionality, or for any benchmarking against third-party services or competitive purposes; (v) use the Headline Data in violation of the restrictions set forth at https://www.selerityinc.com/privacy-policy/; or (vi) enable others to violate the foregoing terms. To the extent the Services provide links to websites hosted directly by any of the Sources, any of the content found on such websites are subject to each such Source’s terms of use, privacy policy, and or other licensing terms.

(c) Third-Party Data Restrictions. That portion of the Services provided by, through, or with data from Data Providers shall be referred to as the “Third-Party Data Services.”. Customer agrees that: (i) neither Databook, any Data Provider, their affiliates, nor any of their third-party suppliers shall have any liability for the accuracy or completeness of the information or software furnished through the Services, or for delays, interruptions or omissions therein nor for any lost profits, incidental, indirect, special or consequential damages; (ii) the Third-Party Data Services are not investment advice and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the Third-Party Data Services is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions; (iii) the Data Providers and their affiliates or their third-party suppliers have exclusive proprietary rights in the applicable Third-Party Data Services and Third-Party Data and any information and software received in connection therewith and the Third-Party Data is the copyrighted work of the Third-Party Data Providers, their affiliates, or their third-party suppliers; (iv) Customer shall not use or permit anyone to use the Third-Party Data Services for any unlawful or unauthorized purpose; (v) the Third-Party Data Services are being provided for Customer’s internal use only and Customer is not authorized or permitted to distribute, reproduce, resell, or otherwise furnish the Third-Party Data, or any information or software provided as part of the Third-Party Data Services to any third-party without prior written approval of the applicable Data Provider; (vi) access to the Third-Party Data Services is subject to termination in the event that any agreement between Databook and the applicable Data Provider terminates for any reason; (vii) the applicable Data Providers may enforce their rights against Customer as the third-party beneficiary of this Agreement, even though is the Data Providers are not a party to the Agreement; (viii) the use of the Third-Party Data Services shall be for Customer’s internal use for business purposes, and only via the password/user ID created when registering with Databook; (ix) each Authorized User may download portions of the Third-Party Data Services only to their own desktop or computing device for such Authorized User’s own use and not for any centralized, interdepartmental or shared use; (x) any portion of the Third-Party Data Services downloaded to an Authorized User’s desktop or computing device must remain on such user’s device and may not be uploaded, copied, transferred to, or stored or managed in, any other desktop/computing device, including that of another user or any device, directory, database, or other repository that is shared or can be accessed by others; (xi) Authorized Users may download portions of the Third-Party Data Services only as a convenience in connection with such user’s use of the Services and not as alternative to entering into an agreement with the Data Providers; (xii) neither the Third-Party Data Providers nor their third-party suppliers make any warranty, express or implied, as to the accuracy of the Data or results obtained from using it, or any implied warranties of merchantability or fitness for a particular purpose; and (xii) Customer is prohibited from reverse engineering the Third-Party Data or any portion of the Third-Party Data Services. Notwithstanding the foregoing, Customer (including its Authorized Users) may share content deliverables incorporating data derived from the Third-Party Data Services only to the extent necessary for the purposes of enterprise sales, marketing, and business development.

(d) Additional Third-Party Data Service. This Section (d) amends the Agreement with respect to Databook’s provision of and Customer’s use of the Additional Third-Party Data Service. For clarity, the terms hereof apply only to Databook’s provision of and Customer’s use of the Additional Third-Party Data Service. The Agreement (including the other Third-Party Data Terms) otherwise continues to govern Databook’s provision of and Customer’s use of the Services.

(i) The “Additional Third-Party Data Service” means that portion of the Third-Party Data Services pertaining to the provision of the following categories of data: sector, industry group, industry, sub-industry names and codes. For clarity, “Additional Third-Party Data Service” shall also refer to the data provided through the Additional Third-Party Data Service. The providers of the Additional Third-Party Data Service shall be referred to as the “ATPD Providers.”

(ii) Customer acknowledges that the ATPD Providers and/or their affiliates, and/or their third-party providers are the sole and exclusive owners of the Additional Third-Party Data Service (including all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Service).

(iii) Customer represents and warrants that:

(1) It will not redistribute the Additional Third-Party Data Service in any form or manner to any third party. Notwithstanding the foregoing, any affiliate of Customer may access the Additional Third-Party Data Service if such affiliate signs onto the terms of the Agreement, including these Third-Party Data Terms.

(2) The Additional Third-Party Data Service shall only be used by Authorized Users that are employees of Customer and solely for internal business purposes or personal, non-commercial use.

(3) Customer will not use or permit anyone else to use the Additional Third-Party Data Service to create any securities products or indices based on the Additional Third-Party Data Service or any portion thereof.

(4) Customer will treat the Additional Third-Party Data Service as proprietary to the ATPD Providers and/or their affiliates, and/or their third-party providers.

(5) Customer will not, except as expressly set forth in Section (d) of these Third-Party Data Terms: (i) alter, modify or adapt any component of the Additional Third-Party Data Service, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use the Additional Third-Party Data Service to verify the accuracy of other data or to correct such other data; (iii) resell or otherwise transfer or make the Additional Third-Party Data Service, or any part or component thereof, 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; or (iv) download the Additional Third-Party Data Service from the Services to any database or use the Additional Third-Party Data Service in a manner that would substitute for a license or purchase of any portion of the Additional Third-Party Data Service.

(iv) Customer acknowledges that (i) the ATPD Providers may, in its sole and absolute discretion and at any time, terminate the Customer’s right to receive and/or use the Additional Third-Party Data Service; and (ii) provision of the Additional Third-Party Data Service is subject to termination in the event that the relevant agreement between Databook and any ATPD Provider is terminated in accordance with its terms.

(v) Customer acknowledges that the ATPD Providers are third party beneficiaries of the Agreement (including the Third-Party Data Terms), entitled to enforce all provisions of such agreement relating to the Additional Third-Party Data Service.

(vi) Notwithstanding any warranties or disclaimers thereto made in the Agreement, Customer agrees and acknowledges:

(1) THE DATA PROVIDED THROUGH THE ADDITIONAL THIRD-PARTY DATA SERVICE (THE “ATP DATA”) IS PROVIDED TO CUSTOMER ON AN “AS IS” BASIS.  DATABOOK, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE ATP DATA MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ATP DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF).  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DATABOOK, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE ATP DATA EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

(2) CUSTOMER ASSUMES THE ENTIRE RISK OF ANY USE CUSTOMER MAY MAKE OF THE ATP DATA.  IN NO EVENT SHALL DATABOOK, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE ATP DATA, BE LIABLE TO THE CUSTOMER, OR ANY OTHER PERSON, 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 ATP DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF DATABOOK, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE ATP DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

(3) In addition to any indemnification obligations in the Agreement, Customer agrees to indemnify and hold harmless Databook, its information providers, and any other third party involved in or related to the making or compiling of the Additional Third-Party Data Service, 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 Additional Third-Party Data Service or any breach by the Customer of the use restrictions regarding the Additional Third-Party Data Service.

(4) To the extent there is any conflict between the Agreement and this Section (d) of the Third-Party Data Terms, this Section (d) of the Third-Party Data Terms shall control.