1. Introduction
This license agreement (“License Agreement”) is a legal agreement between you (“Customer” or “You”) and Exabel AS (“Exabel”), a Norwegian Company with its address at Peder Claussøns gate 2, 0165, Oslo, Norway with Company registration number 917 448 043.
Each of Exabel and Customer is also referred to as a "Party" and jointly Exabel and Customer are referred to as the “Parties”.
You are entering into this License Agreement and You are also entering into an Insights Subscription (as defined below) with an Insights Partner (as defined below). The Insights Subscription Products (as defined below) will be accessed via the Exabel Platform.
This License Agreement sets out the terms and conditions under which You are granted the right to use the Exabel Platform. For the avoidance of doubt, no rights are granted through this License Agreement to the Insights Subscription Products; and the Insights Subscription Products are solely covered by the separate terms of the relevant Insights Subscription.
This License Agreement includes a licence to Data Provider Data as set out in Appendix A. Any reference to this Licence Agreement includes Appendix A unless the context otherwise requires or this License Agreement otherwise states.
Exabel’s main product is the “Exabel Platform”. The Exabel Platform consists of a password protected software solution located at app.exabel.com or as otherwise notified to the Customer. The provision of on-line access to the Exabel Platform constitutes “Services” for the purpose of this License Agreement.
By accepting this License Agreement, by either (1) clicking a box indicating acceptance, or (2) executing an order form that references this License Agreement, the Customer agrees to the terms of this License Agreement all of which bind the Customer, the Customer’s employees and End Users (as defined below). If the individual accepting this License Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “Customer” shall refer to such entity. If You, the Customer, do not agree to the terms of this License Agreement You may not request access to the Exabel Platform. If the Customer registers for or is being provided with a free trial subscription of the Services, the provisions of this License Agreement govern that free trial.
1.1 Effective Date of this License Agreement
The acceptance of this License Agreement by You, the Customer, constitutes a request by the Customer to obtain an Exabel Subscription and the Data Provider Data in accordance with the terms of this License Agreement. The Customer’s request shall be deemed to be accepted on the earlier of Exabel issuing email confirmation that the License Agreement is in force or upon Exabel issuing log ins in accordance with clause 2.1, at which point this License Agreement shall come into force and have contractual effect (the “Effective Date”).
The use of the Services requires a subscription with Exabel which may be a trial subscription (“Exabel Subscription”). Access is also conditional upon an active Insights Subscription being in place and agreed between Customer and any one or more of Exabel’s Insights Partners. A list of Exabel’s Insights Partners are available on request from Exabel. The period for which the Exabel Subscription is valid is referred to as the “Subscription Period” and is for the duration of this License Agreement set out in clause 7. In particular, if no Insights Subscription is in force between the Customer and an Insights Partner, the Exabel Subscription shall immediately expire. Exabel may also at any time terminate the Exabel Subscription for the reasons set out in this License Agreement.
Customer is responsible for any activity occurring in Customer's account by individual employees or contractors of the Customer who are authorised by Customer to use the Services (“End Users”), and for ensuring that such activity is in accordance with the terms specified below.
1.2 Definitions
For the purposes of this License Agreement(but excluding Appendix A), the following definitions have the following meanings:
“Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being.
“Content” means any of the Services and information and data owned by Exabel (or its licensors) made available through the Services, but excluding: (i) any Data Provider Data, (ii) any Insights Subscription Products and (iii) any Customer Data (as defined below in clause 3.2).
“Data Provider(s)” means a provider of fundamental financial data products.
“Data Provider Data” means any data products owned by a Data Provider made available by Exabel through the Services.
“Data Protection Legislation” data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the retained EU law version of the General Data Protection Regulation ((EU) 2016/679).
“Insights Partner(s)” means a provider of data products and insights products who provide access to such products subject to a separate Insights Subscription.
“Insights Subscription” means a contractual agreement between Customer and an Insights Partner to grant the Customer the right to access certain data products and/or insights products owned by the Insights Partner (or its licensors) and where the Customer is to access such data products and/or insights products via the Exabel Platform.
“Insights Subscription Products” means the data products and/or insights products referred to in an Insights Subscription.
“Third Party” means, in respect of an individual, any person who is not: (i) an End User or (ii) an employee of the Customer or of Exabel and, in respect of an incorporated or unincorporated entity, any entity which is not the Customer or Exabel.
“Willful Misconduct” means any deliberate or intentional act or failure to act that is either (i) in disregard of good industry practice or (ii) in disregard of any of the terms of this License Agreement, and in either case in disregard of avoidable and harmful consequences of the act or failure to act.
2. Login Credentials
2.1. Registering Login Credentials
In order to access the Services, Exabel shall provide Customer with login credentials (“Login Credentials”) for each End User that shall be permitted to access the Services, which shall correspond to up to five End Users or as otherwise agreed with Exabel. The Customer may, from time to time during the term of the Exabel Subscription, request to purchase (via the Insights Partner) additional End User subscriptions and if so agreed by Exabel, Exabel shall grant access to the Services to such additional authorised End Users.
Customer warrants that all information provided at registration for Login Credentials is correct and complete.
2.2. Safeguarding Login Credentials
Customer shall ensure that End Users’ Login Credentials are secured and not shared with third parties.
2.3. Amending Login Credentials
Customer shall promptly notify Exabel of any change to the End User Login Credentials. If any registered End User is to be de-registered and replaced by another end user during the Subscription Period, the provisions of clauses 2.1 and 2.2 shall apply to any replacement End User to be registered.
3. Use of Services and Content, IP
3.1 Definition of IP
“IP” means patents, copyright, trade marks, domain names, goodwill and the right to sue for passing off or unfair competition, designs, database rights, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered registrable or not and including all applications and renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights which subsist or will subsist in any part of the world.
3.2 Retained Rights
As between Exabel and Customer, Exabel or Exabel’s third party licensors is and shall remain the sole and exclusive owner of all right, title, IP and interest in and to the Exabel Platform, the Content, any and all technology used for providing the Services, any and all related documentation and user guides and any and all further developments and additions to any of the same. The Customer shall own all right, title and interest in and to all of the data inputted by the Customer or End Users for the purpose of using the Services (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Except as specifically permitted by this License Agreement, Customer may not exploit or make any use of the Service, the Content or any part thereof.
3.3 License grant
The Exabel Subscription provides Customer and its End Users with a worldwide, non-exclusive, non-transferable right without the right to grant sub-licenses, for the duration of the Subscription Period, to access the Services and make use of the Content strictly for its own, internal purposes.
Customer agrees that the Service and the Content are solely for Customer’s own use and benefit, and that it and End Users shall not resell or, except as explicitly permitted herein, transfer or dispose of the Services or the Content (or any part thereof) or use the Services or the Content (or any part thereof) for the benefit of any person or entity other than the Customer, except that Customer may at its own risk and without any liability to Exabel use insights gained from using the Service and the Content for providing financial advice, managing funds, or servicing clients.
Customer agrees that it and End Users shall not share the Services or the Content with any Third Party and Customer agrees that it will not allow or suffer any End User subscription to be used by more than one individual End User unless it has been reassigned in its entirety to another individual authorised End User, in which case the prior authorised End User shall no longer have any right to access or use the Services. Specifically, Customer shall not, and shall ensure that End Users shall not, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Content received through a Service to any Third Party.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services.
The rights granted under this clause 3.3 are granted to the Customer only.
3.4 Use of Services
The Customer shall not:
(a) access, store, distribute or transmit anything or any device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any software, hardware, network, equipment or service (a “Virus”), or any material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
(b) access all or any part of the Services in order to build a product or service which competes with the Services and/or the Exabel Platform; or
(c) introduce or permit the introduction of any Virus into Exabel’s network and information systems.
3.5 Content and Data Provider Data
The Content made available through the Services is the property of Exabel (or its licensors). The Data Provider Data made available through the Services is the property of the relevant Data Provider (or its licensors).
Tthe Content shall not be used or exploited by Customer except as explicitly set out in clause 3.3 (license grant) and the Data Provider Data shall not be used or exploited by Customer except as explicitly set out in Appendix A. For the avoidance of doubt no rights are granted through this License Agreement to Data Provider Data; and the Data Provider Data is solely covered by the separate terms set out in Appendix A.
In the event that Exabel’s distribution rights to the Content (or any part of it) are cancelled, terminated, rescinded or not renewed, then Customer’s right to use the affected portion of the Content shall automatically terminate and such affected portion of the Content shall be removed from the Services. Such termination shall not constitute a breach of Exabel’s obligations.
If the agreement between:
(a) Exabel and any Data Provider (relating to any Data Provider Data); and/or
(b) Exabel and any Insights Partner (relating to any Insights Subscription Products);
is terminated, expires or is suspended (in whole or in part), then Exabel may immediately (or within a period of time agreed between Exabel and the relevant Data Provider and/or Insights Partner) remove the Customer’s access to such affected portion(s) of the Data Provider Data and/or Insights Subscription Products within the Services. Such removal of access shall not constitute a breach of Exabel’s obligations.
3.6 No reverse engineering
Customer shall ensure that, except to the extent required by mandatory applicable law or as permitted by this License Agreement, neither it, nor End Users nor anyone acting on behalf of the Customer shall (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Exabel Platform or any system used in the provision of the Services in any form or media or by any means; (b) attempt to analyze, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Exabel Platform or any system used in the provision of the Services.
3.7 Co-operation obligation
Customer shall:
(a) provide Exabel with all necessary co-operation in relation to this License Agreement, and all necessary access to such information as may be reasonably required by Exabel, in order to provide the Services;
(b) comply with all applicable laws and regulations with respect to its activities under this License Agreement;
(c) ensure that its network and systems comply with the relevant specifications notified by Exabel in writing from time to time; and
(d) comply with all reasonable written requests made by Exabel, Exabel’s licensors, Data Providers or Insights Partners to verify that the Customer is complying with this License Agreement.
Customer shall promptly notify Exabel in writing upon becoming aware of any unauthorized access to or use of the Service, Content, Data Provider Data or Insights Subscription Products, any non-compliance with this License Agreement, or any claim that the Services, Content Data Provider Data or Insights Subscription Products infringes upon any IP or contractual or statutory rights of any Third Party.
3.8 Suspension of services
Without prejudice to any other right Exabel may have under the License Agreement or at law, if Customer is in breach of clause 3 or 6, then Exabel is entitled to suspend, with immediate effect and without liability to the Customer, the Services until the breach has ceased and been cured.
4. Data regarding usage
4.1 Data regarding usage
Customer acknowledges that Exabel collects data regarding End Users’ use of the Services and access to the Content, Data Provider Data and Insights Subscription Products. Exabel, Data Providers and the Insights Partner(s) with which Customer has an Insights Subscription may store such data perpetually and are free to use such data for the improvement and further development of their products and services, provided that such data does not constitute personal data within the meaning of the Data Protection Legislation.
In relation to any data of End Users that is personal data and where Exabel acts as the controller of that personal data, Exabel processes and stores such personal data according to Exabel’s privacy policy [insert URL].
5. Changes
5.1 Changes to the Exabel Subscription
The Exabel Platform may comprise multiple different modules or components. The Customer’s Insights Subscription(s) with Insights Partners define which modules and components shall be made available to End Users in the form of Services.
Exabel may periodically provide the Customer with access to features, components or modules, that are not specified in the Insights Subscription(s), on a trial basis. Use of such trial features, components or modules by Customer is at the Customer's discretion and own risk, with no liability or responsibility on the part of Exabel but save as aforesaid, all other provisions of this License Agreement shall apply to such trial features, components or modules.
5.2 Modifications to the Services
Exabel may make commercially reasonable changes to the Services from time to time. Such changes shall not negatively or adversely affect the usage of the Services in a material manner.
5.3 Changes to the License Agreement
In the event of material changes to the terms of the License Agreement, Exabel will notify the Customer at least 30 days before these new terms apply to the Customer, by issuing notice by email to the Customer's registered email account. Customer’s continued use of the Services after such modifications will constitute acknowledgment of and agreement to the modified terms.
6. Confidentiality
The term “Confidential Information” means any information concerning Exabel’s or the Customer’s business that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential.
All Confidential Information exchanged whether in writing, orally or howsoever or otherwise transferred between Customer or its End Users and Exabel shall be treated as confidential and shall not be disclosed by the receiving party (“Receiving Party”) to any Third Party without the written consent of the disclosing party (“Disclosing Party”), and shall not be used for any purpose other than the implementation of this License Agreement, unless such Confidential Information:
- a) is already known to the Receiving Party at the time the information was received; b) is or becomes part of the public domain other than through a default of the Receiving Party; or c) is rightfully received from a Third Party without that Third Party being (to the best of the Receiving Party’s knowledge and belief) in breach of any obligation of confidentiality.
In the event that (i) any law or regulation having mandatory application to the Receiving Party or (ii) any court, administrative or regulatory body acting in accordance with such a law or regulation, requires disclosure of Confidential Information, then the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and shall to the extent possible ensure that confidential treatment will be accorded such Confidential Information, and will, except where prevented from doing so by applicable law, notify the Disclosing Party as soon as reasonably practicable of (and whenever possible prior to) making such mandatory disclosure.
Exabel may, however, use or disclose Confidential Information to a Third Party, to the extent necessary for the performance of the Services, provided that Exabel shall procure that such Third Party is bound by such confidentiality obligations substantially equivalent to those set out in this clause 6.
Exabel may also disclose Confidential Information to its Affiliates as long as the Affiliates are bound by such confidentiality obligations as set out in this clause 6.
The Receiving Party shall ensure that Confidential Information is handled securely and electronically stored information is inaccessible to unauthorized personnel.
The Receiving Party’s obligations to protect and maintain confidentiality of Confidential Information shall continue after the expiry of the License Agreement. Upon the termination or expiration of the License Agreement, the Receiving Party shall destroy, delete or (at the request of the Disclosing Party) return the Confidential Information it has received. However the Receiving Party may retain and use copies of the Confidential Information to the extent required to (i) comply with applicable law and (ii) support the enforcement or defence of its legal rights under the License Agreement or otherwise.
For the avoidance of doubt, Customer shall treat this License Agreement, the Content, the Exabel Platform and technical information regarding the Exabel Platform and the technical systems used by Exabel to provide the Services as Confidential Information and only use and disclose the same in accordance with these terms.
This section 6 shall survive termination or expiry of this License Agreement.
7. Termination
For good and valuable consideration (including the mutual promises made by the Parties as set out in this License Agreement) receipt of which is hereby acknowledged, this License Agreement (including, for the avoidance of doubt, Appendix A) shall, unless otherwise terminated as provided in this clause 7, commence on the Effective Date as set out in clause 1.1, and shall continue until all Insights Subscriptions expire or are terminated when this License Agreement shall terminate automatically without notice. Notwithstanding the foregoing, Exabel may terminate the rights granted under Appendix A in accordance with the provisions set out in Appendix A.
Furthermore, Exabel may, without affecting any other right or remedy available to it, with written notice to the Customer and with immediate effect terminate this License Agreement if:
- the Customer or individual End User breaches any of the terms in this License Agreement;
- the Customer or individual End User breaches any of the terms in Appendix A or Exabel is notified by a Data Provider that the Customer’s right to use the Data Provider Data must cease;
- the Customer enters into a separate license agreement with Exabel relating to the Exabel Platform (which may provide the Customer with access to other Exabel Platform modules or components or which grants the Customer a non-trial subscription if this License Agreement is for a trial subscription) that supersedes this License Agreement; or
- Exabel is notified by an Insights Partner that an Insights Subscription has been terminated as a result of the Customer’s breach of the terms of that Insights Subscription.
Exabel may, without affecting any other right or remedy available to it, terminate this License Agreement for its convenience:
- On [7 days? Or immediate?] written notice if this Licence Agreement is for a trial subscription; or
- In any other case, with twelve months prior written notice to the Customer.
Exabel may, without affecting any other right or remedy available to it, with written notice to the Customer and with immediate effect suspend the Customer’s (and End Users) access to the Services (or any part of them) if:
- Exabel is notified by an Insights Partner that payment under an Insights Subscription is overdue, until such time as Exabel is notified by the Insights Partner that overdue payment has been made; or
- Exabel is notified by a Data Provider that the Customer is in breach of the terms set out in Appendix A, until such time as Exabel is notified by the Data Provider that the breach has been remedied.
On termination of this License Agreement for any reason, all licenses granted under this License Agreement shall immediately cease and the Customer shall immediately cease all use of the Services, and any provision of this License Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this License Agreement shall remain in full force and effect.
8. Disclaimers and Limitations of Liability
8.1 Disclaimers
Exabel undertakes that the Services will be performed with reasonable skill and care. If the Services do not conform with the foregoing undertaking, Exabel will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of this undertaking. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Exabel’s instructions, or modification or alteration of the Services by any party other than Exabel or its duly authorised contractors or agents.
Save as aforesaid, the Services are provided “as is” and “as available” and Exabel does not make warranties of any kind, express, implied or statutory, and expressly excludes any warranties or conditions as to merchantability, fitness for a particular purpose or use, or any warranty regarding the availability, reliability, timeliness, functionality, reliability, speed of delivery or accuracy of the Services. Exabel is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Customer acknowledges that Exabel does not verify or endorse any Content, Data Provider Data or Insights Subscription Products and disclaims any obligations to do so. Exabel does not warrant, and shall not be liable for the accuracy, completeness or timeliness of any Content, Data Provider Data or Insights Subscription Products available through the Services.
None of the information provided via the Service, including but not limited to the Content, Data Provider Data and Insights Subscription Products, constitutes a solicitation, opinion or recommendation by Exabel or Exabel’s licensors to buy or sell any security or other asset, nor advice regarding profitability or suitability of any security, asset or investment.
8.2 Limitation of Damages
(a) Subject to clause 8.2(e), Exabel, Exabel’s Affiliates, agents and licensors will not be liable to the Customer or anyone else for:
(i) Loss of profits.
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Losses arising out of or in connection with any third party claim.
(viii) Indirect, special or consequential loss.
(b) Subject to clause 8.2(e), in no event will Exabel or Exabel’s Affiliates, agents or licensors be liable to Customer or anyone else for loss or damage arising:
(i) from any decision made or action taken in reliance on Content, Data Provider Data, Insights Subscription Products or the Services; or
(ii) out of the use of the Content, Data Provider Data, Insights Subscription Products or Services.
(c) The Services and Content are to be used by the Customer and End Users in accordance with all applicable laws, and Customer will be responsible for any consequences derived from any use of the Content, Data Provider Data, Insights Subscription Products or Services, whether by an End User, an employee of the Customer or any Third Party enabled by them, including but not limited to use that results in tort or criminal liability.
(d) Subject to clause 8.2(e), Exabel's aggregate liability for Customer’s losses arising out of or in connection with the Services, the Exabel Subscription and this License Agreement shall not exceed an amount corresponding to EUR 10,000 during the calendar year of the event giving rise to the liability. For the avoidance of doubt this limitation of liability shall be cumulative and not per incident. Furthermore, the limitation of liability is an “in the aggregate” cap across the entire Exabel Subscription; it is not multiplied by the number of end users covered by the Exabel Subscription.
(e) The said limitations shall not apply in the case of losses arising from (i) Willful Misconduct of senior managerial personnel of Exabel, (ii) fraud or (iii) death or personal injury caused by Exabel’s negligence or (iv) any other cause which by law cannot be excluded or limited, but otherwise shall apply regardless of cause, including (but not limited to) contract, tort (including negligence (including gross negligence)), misrepresentation, restitution, breach of duty (whether statutory or otherwise) or otherwise of Exabel or any of its Affiliates or of its or their personnel, agents, or representatives. If any of the disclaimers or limitations of liability under this License Agreement is not permitted under applicable law, then the competent court may adjust the disclaimers and limitations so that the disclaimers and limitations to the extent as needed for these to be permitted.
8.3 Indemnities
Customer shall indemnify and keep Exabel and Exabel’s Affiliates, agents and licensors harmless from and against all claims and expenses arising out of Customer’s or End Users’ use of the Services, the Content, Data Provider Data or Insights Subscription Products (or arising out of the use by any Third Party of any part of the Services, the Content, Data Provider Data or Insights Subscription Products to the extent the Third Party has obtained access to such services, content, data or products, directly or indirectly due to Customer’s or End Users’ sharing of the Services or the dissemination of the Content, Data Provider Data or Insights Subscription Products or any part thereof) which is in breach of the License Agreement, the terms of Appendix A or any Insights Subscription.
9. Choice of legislation and venue
9.1 Choice of Legislation
The License Agreement shall be exclusively governed by and construed in accordance with the laws of England and Wales.
9.2 Disputes
Any disputes that may arise from the Services, the License Agreement or the Exabel Subscription that cannot be amicably resolved between Exabel and Customer shall be finally settled by arbitration in London in accordance with this clause 9.2 and the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The arbitral proceedings shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings. The Parties agree that the arbitration language shall be English.
This clause 9.2 shall not preclude a Party from obtaining temporary, preliminary or permanent injunctive relief on an immediate basis from a court of competent jurisdiction.
10. Miscellaneous
10.1 Severability
If any provisions of this License Agreement are found invalid or unenforceable, it shall be deemed deleted and the other provisions of this License Agreement will remain in force.
10.2 Entire agreement
This License Agreement constitutes the entire agreement between Customer and Exabel, and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
10.3 Force Majeure
Neither Party shall be in breach of this License Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this License Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (but excluding such disputes involving the workforce of the affected Party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days, the Party not affected may terminate this License Agreement by giving 30 days’ written notice to the affected Party.
10.4 Waiver
No failure or delay by a party to exercise any right or remedy provided under the License Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.5 Third Party Rights
Save as set out in Appendix A, the License Agreement does not confer any rights on any person or party (other than the parties to the License Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.6 Notices
Any notice required to be given under the License Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class airmail or post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address which is confirmed for this purpose.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class airmail or post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed information obtained by the sender) unless an undeliverable receipt is received.
11. How to contact Exabel
Any notices, question or concerns related to this License Agreement or the Exabel Subscription shall be directed towards our COO at aglen@exabel.com, or such other person as Exabel may notify to Customer from time to time.
Appendix A – Licence to Data Provider Data
Appendix A – Licence to Data Providers Data terms and conditions
(1) FactSset UK limited
Where the Services include any data provided by FactSet UK Limited (“FactSet”), ExabelFactSet agrees to provide, and CustomerEnd User agrees to use, such data (referred to herein as “FactSet Data”) according to the following terms of use (referred to herein as “FactSet Terms”). Customer shall procure that its employees and End Users shall comply with the FactSet Terms.
- License of Databases, Consulting and Software
- Subject to FactSet Terms, ExabelFactSet grants CustomerEnd User the limited, non- exclusive, non-transferable rights to use FactSet Data via Exabel’s Services.
- All proprietary rights, including intellectual property rights, in the FactSet Data will remain property of Exabel (or its licensors)FactSet.
- Restrictions of Use; Proprietary Rights
- ExabelFactSet provides the FactSet Data solely and exclusively for Customer’sEnd User’s internal use and for business purposes only in Customer’sEnd User’s business. CustomerEnd User will not use or permit any individual or entity under its control to use the FactSet Data for any unlawful or unauthorised purpose.
- Except as otherwise expressly provided in the FactSet Terms, CustomerEnd 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. CustomerEnd User may use Insubstantial Amounts of the FactSet Data in the normal conduct of its business for use in reports, memoranda and presentations to Customer’sSubscribing Organization’s employees, customers, agents and consultants, but Exabel (and its licensors)FactSet and theirits 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 UserCustomer as a substitute for the FactSet Data or any part of it, (iii) is not separately marketed by CustomerEnd User, an affiliate of CustomerEnd 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. ExabelFactSet will have the right to require CustomerEnd User to cease its use of the FactSet Data immediately if, in the sole judgment of ExabelFactSet, ExabelFactSet believes that Customer’sEnd User’s use involves more than an Insubstantial Amount of the FactSet Data.
- FactSet Exabel represents and CustomerEnd User acknowledges that the FactSet Data and its component parts were developed, compiled, prepared, revised, selected and arranged by Exabel (or its licensors)FactSet or their respectiveits 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 Exabel (or its licensors)FactSet. At Exabel’sFactSet’s expense and reasonable request, CustomerEnd User agrees to cooperate with ExabelFactSet to protect the proprietary rights in the FactSet Data during the term of the Agreement and the FactSet Terms. CustomerEnd User covenants to: (i) retain all copyright, trademark, service mark and other proprietary notices contained in the FactSet Data on any copy made by CustomerEnd User; and (ii) not modify the FactSet Data in a way that would constitute an infringement of any third party intellectual property rights. CustomerEnd User agrees to notify ExabelFactSet promptly in writing of any unauthorised access or use of which CustomerEnd 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 (or Exabel’s licensors) without the prior written permission of the relevant party (or Exabel’s licensors, where relevant). In addition, neither party may use the other party’s (or Exabel’s licensors’) trademarks: (i) in, as or as part 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 (or Exabel’s licensors) sponsors, endorses or is otherwise connected with the other party’s own activities, products or services. CustomerEnd 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.
- ExabelFactSet may, in its sole discretion, terminate Customer’sEnd User’s use of the FactSet Data for reasons including but not limited to: (i) breach by CustomerEnd User of the FactSet Terms; or (ii) conduct by CustomerEnd User that is harmful to Exabel’s (or its licensors’)FactSet’s business. Termination by Exabel in accordance with this clause shall not terminate the Licence Agreement (excluding these FactSet Terms) unless specifically stated.
- CustomerEnd 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 ExabelFactSet believes, in good faith, that the CustomerEnd User is competing with Exabel (or its licensors)FactSet, then ExabelFactSet may terminate the FactSet Terms, consider the activity a material breach of the FactSet Terms, and pursue any and all remedies for the breach.
CustomerEnd User will indemnify and hold harmless Exabel (and its licensors)FactSet against all claims or demands by and liabilities to third parties, including without limitation reasonable legal fees, arising from or in connection with Customer’sEnd User’s breach of any of its representations, warranties or covenants in these FactSet Termsthis Agreement and Customer’sEnd User’s use of the FactSet Data not in accordance with these FactSet Termsthis Agreement.
- Warranties and Disclaimers
- EXCEPT AS EXPRESSLY PROVIDED IN THE FACTSET TERMS, THE FACTSET DATA IS 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, EXABEL (AND ITS LICENSORSFACTSET) 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. CUSTOMEREND USER AGREES THAT THE FACTSET DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTION CONTAINED IN THE FACTSET DATA DO NOT REPRESENT THE OPINIONS OR BELIEFS OF EXABEL (OR ITS LICENSORS)FACTSET OR THEIR RESPECTIVEITS AFFILIATES OR ANY OF EXABEL’S (OR ITS LICENSORS’) OR SUCH AFFILIATE’STHEIR RESPECTIVE EMPLOYEES. Exabel (and its licensorsFactSet) does not warrant that the FactSet Data will be uninterrupted, error free or completely secure. CustomerEnd 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 Exabel’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.
- None of Exabel (or its licensors)FactSet or their respectiveits 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.
These FactSet Terms constitutes the entire agreement between the CustomerEnd User and FactSet Exabel in relation to the FactSet Data and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to any the subject matter covered by the FactSet Terms. CustomerEnd User may translate the FactSet Terms into other languages for the convenience of CustomerEnd User, but the controlling language will be English. FactSet shall have the right to enforce the provisions of these FactSet Terms (including Exabel’s rights and Customer’s obligations under these FactSet Terms). The rights of the parties to rescind or vary these FactSet Terms are not subject to the consent of FactSet or any other person.
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 UserCustomer may not bring a cause of action under or related to the FactSet Terms more than one (1) year after End UserCustomer 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.
“Confidential Information” means any non-public information obtained under or in connection with Customer’sEnd User’s receipt of FactSet Data, including the FactSet Data. Except to the extent required by law or legal process or otherwise provided herein, CustomerEnd User will not disclose any Confidential Information to any third party.
