ADOPTION TERMS

 

The terms set forth below (the “Adoption Terms”) govern the use of Databook’s services (the “Services”) accessed by a third party (such third party, including, without limitation, a contractor, consultant, or affiliate of a Representative, a “Representative”) on behalf of a Databook customer (a “Representative”).

 

1. The terms set forth in this Section 1 (the “Third-Party Data Terms”) govern Representative’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”). By using the Services, Representative agrees to be bound by these Third-Party Data Terms.

 

(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 these Adoption Terms, such third-party license agreements govern Representative’s use of such Third-Party Data and control and supersede the terms of these Adoption Terms to the extent of any conflict herewith, and Representative is solely responsible for its 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 an email to Customer), and which may be updated from time to time with advance written notice to Customer.

(b) 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.”. Representative 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) Representative 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 Representative to use for Customer’s internal use only and Representative 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 Representative as the third-party beneficiary of these Adoption Terms, even though is the Data Providers are not a party to these Adoption Terms; (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 user may download portions of the Third-Party Data Services only to their own desktop or computing device for such individual user’s own use and not for any centralized, interdepartmental or shared use; (x) any portion of the Third-Party Data Services downloaded to a 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) 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) Representative is prohibited from reverse engineering the Third-Party Data or any portion of the Third-Party Data Services. Notwithstanding the foregoing, Representative) 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 on behalf of Customer.

(c) Additional Third-Party Data Service. This Section (c) amends these Adoption Terms with respect to Databook’s provision of and Representative’s use of the Additional Third-Party Data Service. For clarity, the terms hereof apply only to Databook’s provision of and Representative’s use of the Additional Third-Party Data Service.

(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) Representative 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) Representative represents and warrants that:

(1) It will not redistribute the Additional Third-Party Data Service in any form or manner to any third party, including to any affiliate of Representative.

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

(3) Representative 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) Representative 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) Representative will not, except as expressly set forth in this Section 1(c): (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 Representative’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) Representative acknowledges that (i) the ATPD Providers may, in its sole and absolute discretion and at any time, terminate the Representative’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) Representative acknowledges that the ATPD Providers are third party beneficiaries of these Adoption Terms (including the Third-Party Data Terms), entitled to enforce all provisions of such agreement relating to the Additional Third-Party Data Service.

(vi) Representative agrees and acknowledges:

(1) THE DATA PROVIDED THROUGH THE ADDITIONAL THIRD-PARTY DATA SERVICE (THE “ATP DATA”) IS PROVIDED TO REPRESENTATIVE 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) REPRESENTATIVE ASSUMES THE ENTIRE RISK OF ANY USE REPRESENTATIVE 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 REPRESENTATIVE, 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 REPRESENTATIVE 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) Representative 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 Representative’s or any third party’s use of, or inability to use, the Additional Third-Party Data Service or any breach by the Representative of the use restrictions regarding the Additional Third-Party Data Service.

(4) To the extent there is any conflict between these Adoption Terms and this Section 1(c), this Section 1(c) shall control.

2. By submitting Customer Data into the Services, Representative hereby grants, and represents and warrants that it has all rights necessary to grant, all rights, consents and licenses to the Customer Data required for Databook and its subcontractors to access and use the Customer Data in connection with the Services and as described herein. Databook may create, collect, analyze, and use Customer Materials for the purposes of (a) operating, analyzing and improving the Services for Customer; and (b) creating and using de-identified data for publication in benchmarking and other reports and to improve Databook’s products and services, system performance, architecture, and functionality (and such derived data will be Databook’s property). “Customer Materials” shall refer to both Customer Data and Output. “Output” means the results or other output of the Services generated for or on behalf of Customer hereunder.” “Customer Data” means the data and other information and content supplied by or on behalf of Customer or Representative for processing by, or use with, the Services.

 

3. Representative further agrees that it shall only provide access to the Services to its employees and that Representative’s employees shall be the only authorized users on behalf of Representative. Representative further agrees to only use the Services for Customer’s internal business purposes and at the direction of Customer.

 

4. (A) DATABOOK EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) THE PARTIES AGREE THAT THE SERVICES (INCLUDING THIRD-PARTY DATA) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATABOOK MAKES NO OTHER WARRANTY AS TO THE SERVICES. REPRESNTATIVE ACKNOWLEDGES AND AGREES THAT THERE ARE CERTAIN RISKS INHERENT TO THE PARTIES’ ENGAGEMENT HEREUNDER, AND THAT REPRESENTATIVE’S USE OF, AND DATABOOK’S PROVISION OF, THE SERVICES MAY NOT RESULT IN ANY SPECIFIED RESULT. THE PARTIES ACKNOWLEDGE AND AGREE THAT INFORMATION PROVIDED VIA THE SERVICES AND OUTPUT IS INTENDED TO BE INFORMATIVE AND SHOULD NOT BE CONSTRUED AS ADVICE OR RECOMMENDATIONS. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO ANY PORTION OF THE SERVICES UTILIZING AI MODELS, DATABOOK DOES NOT GUARANTEE ACCURACY OF AND DATABOOK HEREBY DISCLAIMS ANY WARRANTY RELATING TO ANY OUTPUT GENERATED BY THE AI MODELS. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, AND AI, USE OF SERVICES OR FEATURES THAT MAKE USE OF THIRD-PARTY NATURAL LANGUAGE MODELS MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT THE ACTION GENERATED. REPRESNTATIVE USES ANY OUTPUT FROM THE AI MODELS AT ITS OWN RISK.