Appendix A – Data Providers terms and conditions
(1) Factset UK limited
1. License of Databases, Consulting and Software
a. Subject to FactSet Terms, FactSet grants End User the limited, non exclusive, nontransferable rights to use FactSet Data via Exabel’s Services.
b. All proprietary rights, including intellectual property rights, in the FactSet Data will remain property of FactSet.
2. Restrictions of Use; Proprietary Rights
a. FactSet provides the FactSet Data solely and exclusively for End User’s internal use and for business purposes only in End User’s business. End User will not use or permit any individual or entity under its control to use the FactSet Data for any unlawful or unauthorised purpose.
b. Except as otherwise expressly provided in the FactSet Terms, End User agrees that it will not copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from, or make available to others, any part of the FactSet Data. End User may use Insubstantial Amounts of the FactSet Data in the normal conduct of its business for use in reports, memoranda and presentations to Subscribing Organization’s employees, customers, agents and consultants, but FactSet and its respective affiliates reserve all ownership of and redistribution rights to the FactSet Data. “Insubstantial Amounts of the FactSet Data” means an amount of the FactSet Data that (i) has no independent commercial value as a database, (ii) could not be used by End User as a substitute for the FactSet Data or any part of it, (iii)is not separately marketed by End User, an affiliate of End User or a third-party source, and (iv) is not regularly or systematically retrieved in a manner that does not satisfy clauses (i), (ii) and (iii) of this definition. FactSet will have the right to require End User to cease its use of the FactSet Data immediately if, in the sole judgment of FactSet, FactSet believes that End User’s use involves more than an Insubstantial Amount of the FactSet Data.
c. FactSet represents and End User acknowledges that the FactSet Data and its component parts were developed, compiled, prepared, revised, selected and arranged by FactSet or its affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality, and that they constitute valuable intellectual property and trade secrets of FactSet. At FactSet’s expense and reasonable request, End User agrees to cooperate with FactSet to protect the proprietary rights in the FactSet Data during the term of the Agreement and the FactSet Terms. End User covenants to: (i) retain all copyright, trademark, service mark and other proprietary notices contained in the FactSet Data on any copy made by End User; and (ii) not modify the FactSet Data in a way that would constitute an infringement of any third party intellectual property rights. End User agrees to notify FactSet promptly in writing of any unauthorised access or use of which End User becomes aware or any claim that the FactSet Data or any component part infringes any copyright, trademark or other contractual or statutory or common law right. Neither party will use any trademarks, website marks, names, logos or other identifiers of the other party without the prior written permission of the relevant party. In addition, neither party may use the other party’s trademarks: (i) in, as or aspart of, that party’s own trademarks or those of any third parties; (ii) in a manner likely to cause confusion; or (iii) in a manner that implies inaccurately that a party sponsors, endorses or is otherwise connected with the other party’s own activities, products or services. End User will not under any circumstances remove any trademarks, copyrights or other related visual marks and logos from the information provided or from any reproduction or redistribution of such information.
a. FactSet may, in its sole discretion, terminate End User’s use of the FactSet Data for reasons including but not limited to: (i) breach by End User of the FactSet Terms; or (ii) conduct by End User that is harmful to FactSet’s business.
b. End User may not use, or assist any third party in using, any portion of the FactSet Data in any way to compete with the FactSet Data. If FactSet believes, in good faith, that the End User is competing with FactSet, then FactSet may terminate the FactSet Terms, consider the activity a material breach of the FactSet Terms, and pursue any and all remedies for the breach.
End User will indemnify and hold harmless FactSet against all claims or demands by and liabilities to third parties, including without limitation reasonable legal fees, arising from or in connection with End User’s breach of any of its representations, warranties or covenants in this Agreement and End User’s use of the FactSet Data not in accordance with this Agreement.
5. Warranties and Disclaimers
a. EXCEPT AS EXPRESSLY PROVIDED IN THE FACTSET TERMS, THE FACTSET DATAIS PROVIDED “AS IS” AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS,ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY COMMON LAW, STATUTE OR OTHERWISE), IN RELATION TO THE FACTSET DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, FACTSET DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY OR SPEED OF DELIVERY OF THE FACTSET DATA. END USER AGREES THAT THE FACTSET DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTION CONTAINED IN THE FACTSET DATADO NOT REPRESENT THE OPINIONS OR BELIEFS OF FACTSET OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES. FactSet does not warrant that the FactSet Data will be uninterrupted, error free or completely secure. End User expressly assumes the entire risk for the results and performance of the FactSet Data. However, nothing in the FactSet Terms, shall limit FactSet’s liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) or any other liability which cannot be limited or excluded by applicable law.
b. None of FactSet or its affiliates will have any liability for any lost profits or direct, indirect, special or consequential, damages, even if advised in advance of the possibility of these types of damages.
6. Entire Agreement
These FactSet Terms constitutes the entire agreement between the End User and FactSet and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to any subject matter covered by the FactSet Terms. End User may translate the FactSet Terms into other languages for the convenience of End User, but the controlling language will be English.
7. Governing Law
The FactSet Terms will be governed by, construed and enforced pursuant to the laws of the England and Wales without regard to its conflict of law principles, and will be subject to the exclusive jurisdiction of the courts of England and Wales. Any controversy or claim arising out of or relating to the FactSet Terms will be settled by the courts of England and Wales. End User may not bring a cause of action under or related to the FactSet Terms more than one (1) year after End User knew or should have known of the cause of action, and in no case more than one (1) year after the expiration or termination of the FactSet Terms.
8. Confidential Information
“Confidential Information” means any non-public information obtained under or in connection with End User’s receipt of FactSet Data, including the FactSet Data. Except to the extent required by law or legal process or otherwise provided herein, End User will not disclose any Confidential Information to any third party.