Subject to the terms of the Agreement, Visible Alpha grants to User a nonexclusive, nontransferable, with no right to sublicense license to access and use the Visible Alpha content (“Visible Alpha Content”) solely for User’s internal use for business purposes only. User will not use or permit any individual or entity under its control to use the Visible Alpha Content for any unlawful or unauthorized purpose. Visible Alpha may have third party content providers (“Content Providers”) that require that separate terms and conditions apply their content (“Provider Content”). Such
terms and conditions are listed at www.visiblealpha.com/thirdparty-terms. User is required to comply with the Content Provider’s terms and conditions for the use the use of such Provider Content. Unless otherwise noted at www.visiblealpha.com/thirdparty-terms, Provider Content is embedded in all products offered through the Services. If User does not comply with a Content Provider’s terms and conditions, Visible Alpha may be required to terminate User’s access to their Provider Content. Visible Alpha shall have no liability for any reduction in the Services and User will not be entitled to any remedy as a result of User’s access termination.
Except as expressly set forth in this Agreement, User shall not (a) directly or indirectly reverse engineer or reproduce all or any portion of the Visible Alpha Content, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization (b) modify, translate, scrape any data, transmit, display, perform, reproduce, publish, license or, except as may be specifically provided herein, create derivative works based upon the Services; (c) store any Visible Alpha Content in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes, (d) use the Visible Alpha Content in any manner that could damage, disable, overburden, impair or otherwise interfere with Visible Alpha’s provision of its products and Services ; (e) permit anyone other than authorized users to access and use Visible Alpha Content, including but not limited to sharing of logon information of the user. User shall not use Visible Alpha for the benefit of any third party except as specifically herein. Subject to the terms of the Agreement, User may copy or download Visible Alpha Content provided that User shall not remove or obscure any copyright or other notices or legends contained in any such information. Neither party may use the trademarks, logos or other identifiers of the other party without the express prior written consent of such party.
Subject to the terms of this Agreement, User may use the Visible Alpha Content the right to create projections, forecasts, predictions, parameters, estimations, derivatives or data, in whatever form, based upon the Visible Alpha Content using one or more data points that are of a de minimus nature (“Derived Data”) for User’s internal use and business purposes only. User may store the Derived Data beyond the termination of this Agreement. User is expressly prohibited from creating any Derived Data which could be used as an alternative to the Visible Alpha Content. Subject to the terms of this Agreement and any license rights granted herein, User may externally publish de minimus amounts of the Derived Data, provided that Customer cites Visible Alpha as the source of the data points in any such Derived Data. Visible Alpha will have the right to require User to cease its use of the Visible Alpha Content immediately if, in the sole judgment of Visible Alpha, Visible Alpha believes that User has failed to comply with the terms set forth in this paragraph.
All right, title and interest in the Visible Alpha Content and Provider Content contained herein are the exclusive property of Visible Alpha or the applicable Content Provider, except as otherwise stated. Any rights to the Visible Alpha Content or Provider Content not expressly granted to User are reserved by their respective owners. Visible Alpha, the Visible Alpha logo and other Visible Alpha trademarks and service marks referenced herein are trademarks and service marks of Visible Alpha. The names of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. User is prohibited from using any marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Visible Alpha or such third party, which may own the marks.
Each Party and its affiliates and its and their directors, officers, employees, service providers, agents and advisers (collectively, “Representatives”) will regard and preserve as confidential all confidential or proprietary information related to the business of the other Party and its affiliates and its and their Representatives, any information relating to the pricing, methods, systems, feeds, algorithms, calculators, processes, financial data, third party data, lists, apparatus, statistics, programs, research, developments, client information or related information concerning past, present or future business activities or business prospects of said entities (the “Confidential Information”) that may be obtained as a result of this Agreement. Except as expressly permitted hereunder, no disclosure of Confidential Information unless first obtaining the other Party’s prior written consent. Each Party will be responsible for any breach of this Agreement by any of its Representatives.
THE VISIBLE ALPHA CONTENT PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. ALTHOUGH THE INFORMATION ON THE SERVICES ARE OBTAINED OR COMPILED FROM SOURCES VISIBLE ALPHA AND CONTENT PROVIDERS BELIEVE TO BE RELIABLE, NEITHER VISIBLE ALPHA NOR ANY CONTENT PROVIDER CAN NOR DOES GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, MADE AVAILABLE IN THE VISIBLE ALPHA CONTENT. IN NO EVENT SHALL VISIBLE ALPHA OR ANY CONTENT PROVIDER BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, IN THE VISIBLE ALPHA CONTENT OR ON ANY LINKED SITES MADE AVAILABLE THEREIN. VISIBLE ALPHA AND EACH CONTENT PROVIDER FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.
Limitation of Liability
VISIBLE ALPHA SHALL NOT BE RESPONSIBLE OR LIABLE, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH CUSTOMER’S USE OF THE TRIAL
SERVICES WHETHER OR NOT FORESEEABLE, EVEN IF VISIBLE ALPHA OR ANY CONTENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH VISIBLE ALPHA IN CONNECTION WITH THE TRIAL SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
User will indemnify and hold harmless Visible Alpha against all claims or demands by and liabilities to third parties, including without limitation reasonable attorney’s fees, arising from or in connection with User’s breach of any of its representations, warranties or covenants in this Agreement and User’s use of the Visible Alpha Content not in accordance with this Agreement.
Terms and Termination
Visible Alpha may, in its sole discretion, terminate User’s use of Visible Alpha Content for any reason including: (i) breach by User of this Agreement; or (ii) conduct by User that is harmful to Visible Alpha’s business. User may not use, or assist any third party in using, any portion of Visible Alpha Content in any way to compete with Visible Alpha. If Visible Alpha believes, in good faith, that the User is competing with Visible Alpha, then Visible Alpha may terminate this Agreement, consider the activity a material breach of this Agreement, and pursue any and all remedies for the breach.
This Agreement will be governed by the laws of the State of New York without regard to choice of law principles. The Parties irrevocably submit to the exclusive jurisdiction of the Federal or state courts located in the State of New York. Neither Party shall object to such venue and jurisdiction and each Party hereby waives any objection. THE PARTIES WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.