Terms & Conditions
Transparency And Stakeholder Engagement
At JUST Capital, we are committed to providing high quality, independent and objective data on American companies. This commitment is fundamental to our mission, and we ensure no personal or commercial interests or biases compromise the integrity of our processes, particularly in the areas of data collection and analyses, and our annual Rankings or other performance assessment products.
Accordingly, agreement to these JUSTIntelligence Terms and Conditions will have no influence on annual Rankings or other performance assessment products.
JUSTIntelligence Terms and Conditions – Effective November 21, 2024
PLEASE READ THESE JUSTINTELLIGENCE TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY. THIS IS A BINDING AGREEMENT BETWEEN JUST CAPITAL FOUNDATION, INC., A DELAWARE NON-STOCK CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WITH ITS OFFICE AT 44 EAST 30TH ST, 11TH FLOOR, NEW YORK, NY 10016 (“SERVICE PROVIDER”) AND THE COMPANY OR LEGAL ENTITY YOU REPRESENT (HEREINAFTER “CLIENT”). SERVICE PROVIDER IS WILLNG TO GRANT CLIENT ACCESS TO AND USE OF THE SERVICES ON THE CONDITION THAT CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT SUPERSEDES AND REPLACES ANY OTHER AGREEMENT BETWEEN THE SERVICE PROVIDER AND CLIENT FOR ACCESS TO AND USE OF THE SERVICES. BY CLICKING “I ACCEPT”OR ACCESSING OR USING THE SERVICES, CLIENT ACKNOWLEDGES AND AGREES THAT ALL SUCH ACCESS OR USE IS SUBJECT TO THIS AGREEMENT. ANY SUCH ACCESS OR USE WILL CONSTITUTE CLIENT’S ACCEPTANCE AND WILL RESULT IN A LEGALLY ENFORCEABLE AGREEMENT BETWEEN SERVICE PROVIDER AND CLIENT. BY ENTERING INTO THIS AGREEMENT ON BEHALF OF CLIENT YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND CLIENT TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE ANY SERVICES. THE CLIENT HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT HAS HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ACCEPTING THIS AGREEMENT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. SERVICE PROVIDER AND CLIENT MAY EACH ALSO BE REFERRED TO AS “PARTY” AND TOGETHER, THE “PARTIES.” NOTHING IN THIS AGREEMENT WILL BE DEEMED TO CONFER ANY THIRD PARTY RIGHTS OR BENEFITS.
1. Order. Client may enter into an Order Form(s), which shall set forth the specific License(s) and/or Service(s), and which may be provided by an affiliate of Service Provider. Each Order Form shall be governed by this Agreement. In the event of a conflict, ambiguity or contradiction between the Order Form and this Agreement, the Order Form shall control.
2. Services
2.1. Access and Use. Subject to and conditioned on Client’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Service Provider hereby grants to Client an English-only, non-exclusive, non-transferable, non-sublicensable, limited license (“License”) to allow the Authorized Users to access and use the Services during the Term solely in accordance with the Documentation and the terms and conditions herein. Services shall include: (a) the Products and services identified on the Order Form attached hereto and/or (b) as Authorized Users are otherwise permitted access via Service Provider’s website located at https://intelligence.justcapital.com (the “Service(s)”). Inasmuch as it will not cause an adverse material effect on the availability of the features of the Services, Service Provider may, in its sole and absolute discretion, modify or delete the features, services or appearances of the Services. Each user accessing the Services must be an Authorized User and may have access only to those functions for which Service Provider has granted specific user rights in accordance with the applicable Order Form. The License and Authorized Users shall be subject to any further conditions specified in the Order Form.
2.2. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Services, Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All rights, titles, and interests in and to the Services and the Third-Party Materials are and will remain with Service Provider and the respective rights holders in the Third-Party Materials.
2.3. Changes. Service Provider reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) quality or delivery of Service Provider’s services to its customers; (ii) the competitive strength of or market for Service Provider’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.
2.4. Suspension or Termination of Services. Service Provider may, directly or indirectly, suspend, terminate, or otherwise deny Client’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services, without incurring any resulting obligations or liability, if (a) Service Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Service Provider to do so; or (b) Service Provider believes, in its good faith and sole discretion, that: (i) Client or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentations; (ii) Client’s or any Authorized User’s use of the Services is interfering with the enjoyment of the Services by any other user; (iii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; (iv) such actions are required to protect Service Provider’s systems; or (v) this Agreement expires or is terminated. This Section 2.4 does not limit any of Service Provider’s other rights or remedies, whether at law, inequity, or under this Agreement.
2.5. Account Access. Every Authorized User will be required to register and create an account in order to access certain content and functionality of the Services. If an Authorized User chooses to create an account, that Authorized User must provide an email address and may be required to provide additional Personal Information (as defined below). Client is responsible for maintaining the confidentiality of any password(s) or access code(s) its Authorized Users are given to access the Service or any portion hereof, and Client is fully responsible for all activities that occur under its Authorized User account’s password(s) or access code(s). Client shall ensure that the Services can be accessed or used only by Authorized Users. Client agrees to notify Service Provider immediately of any unauthorized use of its Authorized User’s password(s). Service Provider reserves the absolute right not to issue a password to any person or entity. Any account an Authorized User creates is personal to that Authorized User and Authorized User agrees not to provide any other person with access to it. Every Authorized User should use caution when accessing their account from a public or shared computer so that others are not able to view or access their information. Service Provider may disable an Authorized User account at any time in its sole discretion.
3. Restrictions on Use
3.1. Client shall not (and shall not permit its Authorized Users or third parties to) (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, other encoded portions, interface protocols or underlying algorithms of the Software or any software, documentation or data related to the Services; (b) copy, modify, adapt, or create derivative works based on the Services or any related Documentation; (c) rent, lease, distribute, sub-license, sell, assign, or transfer its rights to use the Services or use the Services for the benefit of a third party; (d) remove or improperly use any Service Provider-related disclaimers or proprietary notices or trademarks; (e) disclose to third parties any benchmark or competitive evaluation of the Services; (f) circumvent, or attempt to circumvent, technological measures to limit access to the Services; (g) access all or any part of the Services in order to build a product or service which competes with the Services; (h) use any manual process or robot, spider or other automatic device, process or means to access, monitor, or copy all or any part of the Services for any purpose; (i) use any device, software, or routine that interferes with the proper working of the Services, including, without limitation, by the introduction of or attempted introduction of logic bombs, Trojan horses, viruses, worms, or other malicious or harmful material or code to the Services or any server, computer, software, or database connected to the Services; (j) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services; (k) attack the Service via any denial-of-service attack; (l) otherwise attempt to interfere with the proper working of the Service; or (m) use the Services to develop a product that is competitive with any Service Provider’s product offering, or copy any features or functions of the Services. Client shall immediately notify Service Provider of any unauthorized use, access, copying, disclosure or distribution of which Client becomes aware. Client agrees to cooperate and provide reasonable assistance to Service Provider, at Service Provider’s reasonable expense, in connection with preventing any such unauthorized use, access, copying, disclosure or distribution.
3.2. In addition to the foregoing, Client agrees not (and shall not permit its Authorized Users or third parties) to use the Service: (a) to transmit, or procure the transmission of, any advertising or promotional material except as expressly permitted on the Service; (b) to impersonate or attempt to impersonate an employee of Service Provider, another user, or any other person or entity; (c) to send, knowingly receive, upload, download, use, or re-use any material that (i) is libelous, abusive, offensive, harassing, violent, inflammatory, threatening, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable; (ii) promotes discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, age; or (iii) publishes, contains, broadcasts or promotes materials that could give rise to any civil or criminal liability under law; (d) to infringe, misappropriate or violate any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (e) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by Service Provider, may harm Service Provider or users of the Services, expose them to liability, or threaten the security of their personally identifiable information; (f) to provide services, information, materials, resources or advice, including, without limitation, legal advice to any third person, directly or indirectly; (g) in any manner that could disable, overburden, damage or impair the Services; or (h) for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
3.3. Authorized Users may use the Services to generate Services Output solely for: Client’s internal business use.;.
3.4. Any Services Output that is copied, displayed externally or distributed must contain the following statement, as well as any other relevant disclaimers described or required in an Order Form, in each case, in legible type and in a prominent location. Authorized User shall ensure that internal persons who gain access to the Services Output are aware of and shall comply with the terms in the following statement.
© 2025 Just Capital Foundation, Inc.. All Rights Reserved. The information contained herein: (1) is proprietary to [Just Capital Foundation, Inc.] and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Just Capital Foundation, Inc. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
3.5. Except as expressly set forth herein, Client shall not disclose, distribute or otherwise make any Service, Services Output or trademark of Service Provider available to any third party. In the event that Client is expressly authorized to distribute the Services or Service Output to any third party, Client shall ensure that the contract by which such distribution is affected contains a disclaimer of all warranties with respect to the Services and a provision that explicitly excepts Service Provider and its Affiliates from all liability with respect thereto.
3.6. Client will not use the Services, the Service Provider Marks, any derivation of the Service Provider Marks or any other Service Provider intellectual property licensed for use under this Agreement or make any reference to the Services in any advertising or marketing materials or issue any public communication related to this Agreement without first submitting the materials/communication for Service Provider’s review. Service Provider may send Client written notification of Client’s required revisions to any such materials/communications if Service Provider, in its reasonable judgment, determines that Client’s use of any Service Provider intellectual property in those materials: (i) violates this Agreement or any Service Provider usage guidelines, as may be referenced in this Agreement or any Order, or (ii) is inaccurate or misleading as it relates to the Services and/or the role of Service Provider. Following such written notification, Client must comply with any requested changes to the extent that such changes are not inconsistent with the terms of this Agreement prior to publishing, producing or disseminating any materials not currently printed, or in the case of electronic dissemination, within a reasonable time period following notification. Client shall not be required to submit for Service Provider’s review any updated versions of materials previously approved by Service Provider for the Services, provided that the update is only with respect to data or other non-material changes to the original submission. For absence of doubt, Service Provider will not be held liable for advertising, promotion, or other related costs incurred by Client, in the event of requested revisions to the materials by Service Provider. Lack of compliance with this submission process on a repeated basis or in a flagrant manner is grounds for immediate termination of this Agreement.
3.7. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to, administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
3.8. In addition to any other disclaimers or limits of liability contained herein, Client acknowledges and agrees that: (a) the Third-Party Data included in the Database are sourced from one or more Content Providers; (b) as between a Content Provider and Client, any Third-Party Data made available by that Content Provider is its sole property; (c) Service Provider does not warrant the accuracy, completeness and timeliness of the Database or any Third-Party Data contained in it; and (d) neither Service Provider nor any Content Provider has any liability for errors, delays, interruptions, omissions or malfunctions with respect to the Database or any Third-Party Data, regardless of the cause or source thereof, including, without limitation, negligence. Client further understands and agrees that, other than with respect to Third-Party Data included in the Core Database, a Content Provider may require that Client execute a separate Content Provider License, or agree to additional terms and conditions via an Order Form, to access its Third-Party Data through the Services and that Service Provider will not provide access to any such Third-Party Data unless and until the relevant Content Provider notifies Service Provider that Client’s access has been approved by it. To the extent any Content Provider License contains additional restrictions on Client’s use and/or distribution of that Content Provider’s Third-Party Data, those additional restrictions will be deemed to apply to Client’s use and/or distribution of that Third-Party Data hereunder. In the event a particular Content Provider ceases to provide Third-Party Data to Service Provider, Service Provider shall have no further obligation to provide such data to Client, and Service Provider will refund the pro rata portion of any prepaid fees (to the extent that: (i) such fee is attributable to the Third-Party Data that is no longer provided; and (ii) Client paid that fee directly to Service Provider, rather than to the relevant Content Provider) for the remaining part of the then-current year of the Term with respect to that Third-Party Data.
3.9. In addition to any other restrictions contained herein, Client agrees that it shall not disseminate any Third-Party Data in any way or amount that could reasonably be deemed to compete with the relevant Content Provider’s provision of those data, including, without limitation, serving as a substitute or an alternative source for those Third-Party Data. Upon Service Provider’s request, Client shall provide Service Provider with a copy of any consent or authorization received from a Content Provider related to Client’s uses of Third-Party Data hereunder or with written notice setting forth in detail the permitted uses agreed with such Content Provider
3.10. In the event that Service Provider publicly disseminates specific Service Output or detailed findings related to the Services, Client may share, reference, or discuss that same level of detail of Service Output to the extent and in the form in which it was made public by Service Provider. This permission is limited strictly to the Service Output or data explicitly made public by Service Provider and does not extend to any additional Service Output, analyses, or proprietary insights generated by Client through use of the Services, unless explicitly authorized by Service Provider in writing as provided for above..
4. IP Rights and Feedback
4.1. Service Provider shall own and retain all rights, titles and interests in and to: (a) the Services and Software, including, without limitation, all improvements, Enhancements or modifications thereto or derivative works thereof; and (b) all intellectual property rights related to any of the foregoing, including that which is partially or completely derived from the provision of the Services ((a) and (b) collectively, “Service Provider Materials”).
4.2. Notwithstanding anything to the contrary Service Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Service Provider will be free (during and after the Term) to: (i) use such information and data to improve and enhance the Services and other offerings of Service Provider or its Affiliates, and for other purposes (including, without limitation, development, diagnostic, training and corrective purposes) in connection with the Services and other offerings of Service Provider or its Affiliates; and (ii) disclose such (including, without limitation, as part of any reports or analyses) data solely in aggregate or other de-identified form in connection with Service Provider’s business.
4.3. Client may provide Service Provider with Feedback. Service Provider, in its sole discretion, may or may not respond to Client’s Feedback or promise to address all of Client’s Feedback in the development of future features or functionalities of the Services or any related or subsequent versions of such Services. Client hereby assigns, at no charge, all rights, title and interests in Feedback to Service Provider, and agree that Service Provider is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to Client.
5. Security. Service Provider will implement commercially reasonable administrative, technical, and physical measures. If applicable, Service Provider shall issue to Client, or shall authorize a Client administrator to issue login credentials for each Authorized User of the Services. Client and its Authorized Users are responsible for maintaining the confidentiality of, and authorized use of, all login credentials.
6. Fees and Payment
6.1. Fees for the Software and Services will be identified in an Order Form. Unless otherwise specified in an Order Form, fees are due and payable thirty (30) days from the date of the invoice. Service Provider may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. Client shall reimburse Service Provider for all reasonable costs incurred by Service Provider in collecting any fees, payments or interest, including attorneys' fees, court costs, and collection agency fees; and if such failure continues for thirty (30) days or more, Service Provider may suspend Client’s access to any portion or all of the Services until such amounts are paid in full. Client shall also reimburse Service Provider for all reasonable costs incurred by Service Provider in connection with Service Provider’s enforcement of any provision of this Agreement as a result of any alleged or actual breach or violation of this Agreement. Service Provider reserves the right to increase fees or modify its fee structure for the Services for each Renewal Term; provided, that it notifies Client not less than sixty (60) days prior to the effective date of such Renewal Term.
6.2. Client shall be liable for the payment of any taxes, stamp duties or assessments imposed (other than income taxes imposed on Service Provider’s net income). If Client is legally required to withhold any amounts to be paid to Service Provider, Client will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to Service Provider on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit Service Provider to establish Service Provider’s right to a credit for such taxes against Service Provider’s income tax liability. Client shall provide Service Provider with such assistance as Service Provider shall reasonably request in connection with any application by Service Provider to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.
7. Term
7.1. Initial and Renewal Terms. Each Order Form shall have the Term as stated therein (“Initial Term”). Thereafter, the Order Form shall automatically renew for additional one (1) year terms (each, a “Renewal Term”), except as otherwise set forth in the Order Form, or if one Party gives the other Party notice of non-renewal (email shall suffice) at least thirty (30) days prior to the relevant term-end.
7.2. Agreement Expiration. This Agreement shall continue so long as there is an Order Form between the Parties or may otherwise be terminated per the terms hereunder. In the event of a lapse in Order Forms, the Parties may mutually agree to enter into a new Order Form, which will be governed by this Agreement notwithstanding any prior expiration.
8. Termination
8.1. Breach. Either Party may terminate this Agreement or the applicable Order Form upon written notice (email shall suffice) if the other Party has breached a material term of this Agreement or the Order Form and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching Party specifying the breach. Any such notice to Service Provider shall be sent to legal@justcapital.com.
8.2. Insolvency. Either Party may terminate this Agreement or an applicable Order Form if (a)the other Party has a trustee or receiver (howsoever described) appointed for it or its property; (b)the other Party makes an assignment for the benefit of creditors; (c) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency, or debtor's relief law; or (d)the other Party is liquidated or dissolved.
8.3. Service Provider Termination. Service Provider may suspend or terminate access to the Software and/or Services and/or may terminate this Agreement or any Order Form hereunder, for any or no reason, including, without limitation: (a) if Client is in breach of this Agreement; (b) to comply with or prevent violation of applicable law or; (c) if necessary to prevent harm to Service Provider or other users, provided, that prior to taking any such action for the reasons set forth in (a)–(c), Service Provider will first attempt, in good faith, to discuss the issues with Client so as to resolve them, if Service Provider determines that doing so would be practicable and not prejudicial to its commercial interests under the circumstances.
8.4. Effect of Termination. Upon the expiration or termination of an Order Form or this Agreement for any reason, whether by Client or Service Provider, (a) all license granted under this Agreement and Client's right to any Services and to use the Software shall immediately cease; (b) Client and its Authorized Users’ access to the Services and the Software will terminate; (c) Client will immediately cease all use of the Services; and (d) Client will destroy or return to Service Provider the Confidential Information that is in its possession or control pursuant to Section 9.2. Upon termination of an Order Form for any reason other than Service Provider’s breach, Client shall pay any unpaid fees for the remainder of the applicable term of such terminated Order Form, which shall be accelerated and become immediately due and payable, to the extent permitted by applicable law. Fees are non-cancelable and non-refundable, except where Client has terminated due to Service Provider’s breach or Service Provider has terminated pursuant to Section 11.2, in which case Service Provider shall provide a pro rata refund of any prepaid, unused amounts relating to the post-termination period. Sections 3, 4, 8.4, 9, 10, 12, and 14 of this Agreement shall survive its expiration or termination for any reason.
9. Confidentiality
9.1. Each Party shall retain in confidence the confidential and proprietary information disclosed or otherwise made available by the disclosing Party or its affiliates in connection with this Agreement, which is identified as confidential at the time of disclosure or should reasonably be understood as confidential given the nature of the information and the circumstances surrounding the disclosure, including the terms of this Agreement and non-public technical and business information, such as business plans, operations, technologies, finances, and proprietary information relating to the Software or the Services (“Confidential Information”). Without limitation of the foregoing, (a) Confidential Information of Service Provider shall include the Software, Documentation and the Services and (b) Confidential Information of both Parties shall include information regarding the business or financial condition of either Party and information regarding the business or technical plans or prospects of either Party.
9.2. The receiving Party will use a degree of care and discretion (but not less than reasonable care) to prevent unauthorized disclosure or use similar to what it uses to protect its own confidential information of like kind. The receiving Party will not disclose the Confidential Information of the disclosing Party to a third party other than to its authorized contractors, agents, advisors, or affiliates (collectively, each receiving Party’s “Representatives”) as reasonably necessary for performance under this Agreement; provided, however, that each receiving Party shall be liable to the disclosing Party for any violation of this Agreement by its Representatives. Confidential Information shall not include information that (a) is or becomes publicly available (without breach of this Agreement), (b) is lawfully received from a third party, not known to be confidentially bound to the disclosing Party, (c) was in the receiving Party’s possession before receipt from the disclosing Party, or (d) is generated independently by, or on behalf of, the receiving Party or any of its Representatives without reference to the disclosing Party’s Confidential Information. The receiving Party may disclose Confidential Information if required to do so under applicable law or a valid court order, provided that prior notice is given to the other Party if permissible (except for routine regulatory reviews or disclosures that are not specific to the disclosing Party). Upon expiration or termination of this Agreement, each Party shall promptly return to the other Party, or destroy, the other Party’s Confidential Information upon request by the other Party. The receiving Party and its Representatives, however, may retain Confidential Information solely as necessary to comply with applicable law and/or pursuant to bona fide compliance or document retention policies (including electronic archiving for backup purposes).
10. Warranty; Disclaimers
10.1. Each Party represents and warrants that it has the requisite corporate power and authority to enter into this Agreement and that this Agreement constitutes a legal and valid obligations binding upon such Party, enforceable in accordance with its terms.
10.2. SERVICE PROVIDER REPRESENTS AND WARRANTS THAT THE SERVICES WILL OPERATE IN MATERIAL CONFORMANCE WITH THE DOCUMENTATION FOR THIRTY (30) DAYS AFTER THE EFFECTIVE DATE. FOR ANY BREACH OF THE WARRANTIES SET IN THIS SECTION 10.2, SERVICE PROVIDER SHALL AS SERVICE PROVIDER’S SOLE OBLIGATION AND LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, UPON CLIENT’S WRITTEN REQUEST, PROMPTLY REPAIR THE SERVICES AT SERVICE PROVIDER’S SOLE COST AND EXPENSE.
10.3. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT CLIENT’S USE OF THE SERVICES IS AT CLIENT’S SOLE RISK. EXCEPT WITH RESPECT TO SECTIONS 10.1 AND 10.2, SERVICE PROVIDER AND THE CONTENT PROVIDERS MAKE NO AND DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ESTABLISHING, PERFECTING, OR MAINTAINING COMPLIANCE WITH ANY PARTICULAR LAW OR LEGAL REQUIREMENT.
10.4. SERVICE PROVIDER AND THE CONTENT PROVIDERS OFFER NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY OR OTHER RIGHTS IN OUTPUTS, AND CLIENT USES SERVICE OUTPUTS AND ALL OTHER OUTPUTS AT ITS OWN RISK WITH REGARD TO ALL SUCH RIGHTS.
10.5. FOR THE AVOIDANCE OF DOUBT, NEITHER THE SERVICES, SERVICE PROVIDER NOR CONTENT PROVIDERS PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, AND CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR CLIENT BASED ON CLIENT’S PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. THE INFORMATION PROVIDED ON SERVICES (INCLUDING THROUGH ANY TOOLS THEREIN) OR ANY LINKED THIRD PARTY SITES DOES NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND CLIENT SHOULD NOT TREAT ANY OF SERVICE PROVIDER’S OR CONTENT PROVIDERS’ CONTENT AS SUCH. NEITHER SERVICE PROVIDER NOR ANY CONTENT PROVIDER RECOMMENDS THAT ANY TRANSACTION SHOULD BE UNDERTAKEN BY CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER SERVICE PROVIDER NOR ANY CONTENT PROVIDER WILL BE HELD RESPONSIBLE FOR THE DECISIONS CLIENT MAKES ARISING FROM ITS USE OF THE SERVICE, INCLUDING ANY TOOLS THEREIN.
10.6. NEITHER SERVICE PROVIDER NOR ANY CONTENT PROVIDER WARRANTS THAT (A) THE USE OF THE SERVICES OR DOCUMENTATION WILL BE ERROR-FREE, DEFECT-FREE OR UNINTERRUPTED, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY END-USER CONTENT OR DATA, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY SERVICE PROVIDER, OR (C) THE SERVICES AND DOCUMENTATION WILL MEET CLIENT’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, THE SERVICES ARE PROVIDED ‘AS IS’ AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CLIENT.
10.7. SECTIONS 10.3-10.6 APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND DOES NOT EXCLUDE OR LIMIT ANY WARRANTIES TO THE EXTENT THAT THEY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN WHICH CASE THE FOREGOING LIMITATIONS WILL APPLY SOLELY TO THE EXTENT LEGALLY PERMISSIBLE.
11. Indemnification
11.1. By Client. Client shall indemnify, defend, and hold Service Provider, the Content Providers and their respective affiliates, employees, officers, directors and agents, harmless from and against all suits, claims, charges and liabilities, and all associated losses, costs, damages and expenses, arising from any third party claim, suit or proceeding against Service Provider or its affiliates due to Client’s or Authorized User’s use of the Services or any breach of this Agreement.
11.2. By Service Provider. Service Provider shall indemnify, defend and hold Client and its Authorized Users, and their respective affiliates, employees, officers, directors and agents, harmless from and against all suits, claims charges and liabilities, and all associated losses, costs, damages and expenses, or at its option settle, any third party claim, suit or proceeding against Client and its Authorized Users based on a claim that the Services (but excluding any Third-Party Software) infringes any [United States issued patent, copyright, trademark or trade secret]. Service Provider may also, at its sole option and expense, (a) procure the right to continue using the affected Services consistent with this Agreement; (b) replace or modify the affected Services with reasonably equivalent service that does not infringe; or (c) terminate this Agreement if either (a) or (b) is not available on a commercially-reasonable basis. This Section 11 sets forth Service Provider’s entire obligation to Client with respect to any claim to infringement or misappropriation.
11.3. Requirements. Service Provider’s indemnity obligations are conditioned upon Client having updated to the latest version of the Services made available by Service Provider and Service Provider’s indemnity obligations does not apply to the extent that the alleged infringement arises from: (a) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Service Provider or specified for Client’s use in the Documentation; (b) modification of the Services other than by or on behalf of Service Provider; or (c) Service Provider’s compliance with Client’s specifications. The indemnities in this Section are further conditioned upon (x) the indemnified Party providing prompt notice of such claim or suit to the indemnifying Party; (y) the indemnifying Party having sole control of such defense and/or settlement (provided that the settlement’s terms do not require admission of wrong-doing by the indemnified Party and fully release the indemnified Party of all liability); and (z) the indemnified Party providing information and assistance as reasonably requested by the indemnifying Party, at the indemnifying Party’s sole cost and expense.
12. Limitation of Liability
12.1. EXCEPT FOR LIABILITY ARISING OUT OF CLIENT’S MISAPPROPRIATION OR MISUSE OF THE SERVICES, ANY OTHER SERVICE PROVIDER MATERIALS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OWNED BY SERVICE PROVIDER OR A CONTENT PROVIDER, UNDER NO CIRCUMSTANCES SHALL A PARTY OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS BE LIABLE TO THE OTHER PARTY, ANY END USER, OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SERVICE PROVIDER’S, CONTENT PROVIDERS’ AND THEIR EACH OF THEIR RESPECTIVE AFFILIATES’, AND THEIR RESPECTIVE SUBCONTRACTORS’, SUPPLIERS’, LICENSORS’ AND REPRESENTATIVES’ MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY ORDER FORM, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT BE IN EXCESS OF THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES IN THE APPLICABLE ORDER FORM FROM WHICH THE LIABILITY ARISES FROM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM(THE “CAP”). EACH PARTY HAS A DUTY TO MITIGATE DAMAGES THAT WOULD OTHERWISE BE RECOVERABLE UNDER THIS AGREEMENT BY TAKING APPROPRIATE AND REASONABLE ACTIONS TO REDUCE OR LIMIT THE AMOUNT OF SUCH DAMAGES.
12.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CLIENT’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO CLIENT’S USE OF THE SERVICE.
12.3. CLIENT HEREBY ACKNOWLEDGES THAT NEITHER SERVICE PROVIDER NOR ANY CONTENT PROVIDER SHALL HAVE ANY LIABILITY FOR INVESTMENT LOSSES STEMMING FROM ACTIONS BASED UPON CLIENT’S USE OF THE SERVICES AND THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER SERVICE PROVIDER NOR ANY CONTENT PROVIDER IS OFFERING ANY INVESTMENT ADVICE TO CLIENT AND SHALL NOT BE CONSIDERED AN “INVESTMENT ADVISER” TO CLIENT, AS THAT TERM IS GENERALLY UNDERSTOOD AND RECOGNIZED UNDER STATE AND/OR FEDERAL LAW.
12.4. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12.5. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT SERVICE PROVIDER WOULD NOT BE ABLE TO PROVIDE THE SERVICES AND CONTENT THEREIN ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THE FOREGOING EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS OF WARRANTIES, AND THAT ACCORDINGLY, SUCH EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS REFLECT A REASONABLE ALLOCATION OF RISK UNDER THE CIRCUMSTANCES AND WILL APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
13. Evaluation
13.1. Evaluation Service. From time to time, Client may wish to evaluate the Services on a temporary basis for non-commercial use (“Evaluation Service”). If Service Provider agrees to such evaluation and conditioned on Client’s compliance with the terms and conditions of this Agreement, Service Provider grants to Client during the Evaluation Period (as defined below), a cost-free, non-sublicensable, non-transferable, non-assignable and non-exclusive, revocable license to use the Evaluation Service, solely at the location identified in writing by Client and solely for Client’s internal evaluation of the Evaluation Service. Client may only grant access to the Evaluation Service to employees who are bound to confidentiality and non-use obligations no less protective of Service Provider’s proprietary rights than this Agreement. Notwithstanding anything to the contrary as stated in this Agreement, all worldwide right, title and interest to the Evaluation Service, and all intellectual property rights in and to them, are and will remain the exclusive property of Service Provider and its suppliers.
13.2. Evaluation Period. Unless otherwise agreed to by the parties in writing or terminated earlier in accordance with this Agreement, an evaluation shall commence upon delivery of the Evaluation Service and continue for thirty (30) days thereafter (“Evaluation Period”). Upon the expiration or termination of the Evaluation Period, (i) all licenses granted under this Section 13 for such evaluation will cease, and (ii) Client will immediately return the Evaluation Service to Service Provider and destroy or erase any intangible copies of the Evaluation Service, and certify in a writing signed by Client and delivered to Service Provider that all such copies of have been returned, destroyed or erased.
13.3. Additional Evaluation Terms. Notwithstanding anything to the contrary as contained in this Agreement, Client acknowledges and agrees that the Evaluation Service is provided for evaluation “AS-IS” and Service Provider makes no representations or warranties of any kind, express or implied, with respect to the Evaluation Service, including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose, informational content, system integration, enjoyment, non-infringement or any other warranties arising out of course of dealing, usage or trade.
14. General
14.1. Notices. All notices to a Party shall be in writing and sent to the addresses specified above or such other address as a Party notifies the other Party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Parties may update their notice addresses upon reasonable notice to the other Party.
14.2. Assignment and Change of Control.
(a) Neither this Agreement nor any Order Form may be assigned or transferred by Client without Service Provider’s written consent (such consent not to be unreasonably withheld). This Agreement and any Order Forms shall inure to the benefit of each Party’s successors and permitted assigns. A direct or indirect Change of Control of Client shall be deemed to be an assignment for the purposes of this Section 14.2.
(b) Client will provide Service Provider with thirty (30) days’ prior written notice before entering into any binding agreement with a non-affiliate entity that contemplates or effects a Change of Control.
14.3. Subcontracting. Service Provider and its affiliates may, at their expense subcontract with any entity or person (each such subcontractor, a "Subcontractor") concerning the provision of any of the Services contemplated hereunder; provided, however, that Service Provider and/or its affiliates shall not be relieved of any of its obligations under this Agreement by the appointment of, and/or delegation to, such Subcontractor and provided further, that Service Provider and/or its affiliates, as the case may be, shall remain responsible for ensuring that its obligations under this Agreement are fulfilled. Nothing contained herein shall (a) create any contractual relationship between any Subcontractor and Client; or (b) obligate Client to pay or cause the payment of any amounts to any Subcontractor.
14.4. Entire Agreement; Hierarchy. This Agreement, together with the Order Forms and all addenda, schedules, and exhibits, constitute the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. In the event of any inconsistency between the Agreement and any Order Form, the Order Form shall prevail.
14.5. Export Laws. Client acknowledges and agrees that using the Services is at Client’s own risk. Software from the Services is subject to U.S. export controls and may not be downloaded, exported or re-exported: (a) into (or to a national or resident of) Russia, Cuba, Iran, North Korea, Syria, and the following regions of Ukraine (Crimea, Luhansk, and Donetsk), or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (b) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, or any entity owned fifty (50) percent or more by such Person, or the U.S. Commerce Department’s Denied Persons List or Entities List. By using the Services, Client represents and warrants that it is not (i) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (ii) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
14.6. Governing Law; Amendments; Severability; Counterparts. This Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of laws rules, and the exclusive venue for any dispute arising hereunder shall be the state and federal courts in Delaware. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Service Provider may change the terms and conditions of this Agreement at any time. Service Provider shall provide Client with a notification of such change(s) and the revised Agreement itself will be posted on the Service Provider’s website. By using the Services after any such changes take place, Client signifies its acceptance of the change(s) and its agreement to be bound by them. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. This Agreement may be executed in counterparts (including pdf or electronic signature), each of which shall be deemed to be an original and both together one and the same agreement.
14.7. Dispute Resolution.
(a) All adversarial proceedings arising out of or in connection with this Agreement, such as claims at law, tort claims, statutory claims, equitable claims, or any other claim whatsoever, will be decided by binding arbitration before JAMS, utilizing its Comprehensive Arbitration Rules and Procedures. Venue for any arbitration between the Parties will be had, and is mandatory in, New York, New York to the exclusion of all other places of venue for all claims that arise under this Agreement. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding any of the foregoing, each Party may, without waiving any right or remedy available to such Party under this Agreement or otherwise, seek and obtain from any court of competent jurisdiction any interim or provisional relief (including any injunctive or other equitable relief) that is necessary or desirable to protect the rights or property of such Party.
(b) WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS SERVICE PROVIDER AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CLIENT AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CLIENT AND SERVICE PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
(c) ANY CAUSE OF ACTION OR CLAIM CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14.8. Force Majeure. Service Provider shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the Client’s workforce or any other party), epidemic, pandemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, cyberattacks, denial of service attacks, supply chain issues, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14.9. Not a Joint Venture. Nothing contained herein shall be deemed to constitute either Party as an agent or representative of the other Party, or both parties as joint venturers or partners for any purpose.
14.10. Third-Party Software. The Services may contain or consist of components which are licensed from third parties (“Third-Party Software”). In addition to the terms herein, Client’s use of the Third-Party Software is subject to and governed by the respective license terms of such Third-Party Software. Any Third-Party Software embedded or provided in connection with the Services may be used only in conjunction with the Services, the use of which is subject to this Agreement. In no event shall Service Provider be liable in any respect for the use or operation of any Third-Party Software and Service Provider hereby disclaims all representations and warranties, express or implied, with respect to any Third-Party Software.
14.11. Audit. To enable Service Provider to more accurately assess Client’s compliance with the use, distribution and payment terms of the Agreement, Client will, upon Service Provider’s written request, provide Service Provider with written documentation evidencing the use of the Services by Client and/or its agents. Additionally, Service Provider shall have the right, upon reasonable prior written notice, during business hours at a time and date mutually agreed, to verify and audit Client’s compliance with the terms of this Agreement, including that only the number of Authorized Users expressly permitted by the Order Form are using the Services. Any such audit shall be at Service Provider’s sole expense. In addition, such audit shall be subject to Client’s reasonable policies and procedures pertaining to security or confidentiality. Alternatively, Service Provider may request that Client provide a written report, with reasonably sufficient detail, as to the number of users or other relevant metrics to verify compliance. Service Provider shall issue an invoice for excess usage at the then-current rate for the Service Provider. Client’s failure to comply with this provision shall be deemed a material breach of this Agreement.
14.12. Publicity. Service Provider shall be permitted to disclose, announce or publicize the existence of this Agreement and the provision of the Services by the Service Provider to Client on Service Provider’s website, referral lists and Service Provider’s marketing materials.
14.13. US Government Rights. The Service is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client receives only those rights with respect to the Service as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
15. Definitions. The following terms shall have the meanings set forth below when used in this Agreement:
15.1. “Authorized Users” means an individual who is authorized to access the Services via a specific user name and password combination that has been provided to him/her by the Client. An Authorized User must be the Client (if the Client is an individual) or a partner, employee or agent of the Client (if the Client is an entity), and shall be identified within the Services in conjunction with a unique identifier (i.e., company email address).
15.2. “Change of Control” shall mean any of the following transactions: (a) the sale or other transfer to, or acquisition by, any person of securities possessing more than fifty percent (50%) of the total combined voting power of Client’s outstanding securities in one of more related transactions; (b) the sale or other transfer of all or substantially all of the assets of Client related to this Agreement in one or more related transactions, whether by sale, exchange, merger, consolidation, reorganization, dissolution, liquidation, or operation of law; or (c) a merger or consolidation (or series of related transactions culminating in a merger or consolidation) (i) in which Client is not the surviving entity, except for a transaction the principal purpose of which is to change its state of domicile, or (ii) in which Client is the surviving entity but in which (1) securities possessing more than fifty percent (50%) of the total combined voting power of Client’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such event or (2) an amount of securities are transferred to a person or persons different from those who held such securities immediately prior to such event such that following the transfer, the transferee possesses more than fifty percent (50%) of the total combined voting power of Client’s outstanding securities.
15.3. “Content Provider” means a third-party owner or authorized licensor of one or more sets of Third-Party Data available in conjunction with the Services hereunder.
15.4. “Content Provider License” shall mean a license agreement between Client and a Content Provider by which Client is authorized to use (as part of the Database hereunder) the Third-Party Data specified in that Content Provider License.
15.5. “Core Database” means a subset of the data included in the Database that: (i) is comprised of certain pre-determined Third-Party Data made available to Client in conjunction with the Services hereunder; and (ii) may be accessed by Client hereunder without the need for separate Content Provider authorization. Service Provider reserves the right, at its discretion and without notice, to adjust the Third-Party Data offered as part of the Core Database.
15.6. “Database” means a database composed of certain Third-Party Data that, subject to the terms hereof, may be accessed through and manipulated by the Services. Service Provider reserves the right to modify the Third-Party Data included in the Database at any time without notice.
15.7. “Documentation” means any manuals, instructions, or other documents or materials that Service Provider provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
15.8. "Enhancements" means all modifications, improvements, derivative works of or revisions to the Software including, without limitation, those expanding its functionality or improving its performance commonly known as upgrades or updates.
15.9. “Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by Client (whether in oral, electronic or written form) to Service Provider related to the Services or any of Service Provider’s other products or services.
15.10. “Personal Information” means the same as the terms “personal information,” “personal data” or equivalent terms under applicable laws.
15.11. “Product” means one or more software tools, any enhancements/modifications thereto and any related intellectual property that are housed on, or accessible through or delivered with Services. The Product includes, without limitation, (i) the format and organization of information entered by a user, and the integration of such information with the Database (the "Input Format"); (ii) the HTML code, Java code, C++ code, C# code, ASP scripts, text, help screens, CGI scripts, other computer programs and associated documentation that, inter alia, provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Database and the Input Format.
15.12. “Service Provider” means any associated trademarks, service marks and related intellectual property provided by Service Provider in conjunction with the Services.
15.13. “Services” means the services specifically described in Section 2.1 of this Agreement and/or the applicable Order Form as well as any applicable support services. The Services include the Services Output.
15.14. “Services Output” means (a) the format and organization of information output by the Services; and (b) reports, spreadsheets, graphs, charts, tables, documents or other materials, whether in printed, electronic or any other form, to the extent they contain any of Service Provider’s intellectual property or any materials derived from it.
15.15. "Software" means the commercial versions of software product/s, in object code form only (and accompanying Documentation, if applicable), including any application programming interface and related software, related to the Services, including all Enhancements thereto, and made available by Service Provider or its affiliates to Client and/or its Authorized Users as part of the Services.
15.16. “Term” shall mean the Initial Term and Renewal Term in respect of each Order Form between the Parties.
15.17. “Third-Party Data” means certain third-party data, information and/or applications residing in the Database to which Client is granted access through the Services. Access to any Third-Party Data, other than those included in the Core Database, must be separately authorized by the applicable Content Provider, either through a Content Provider License or otherwise. Any Third-Party Data provided hereunder (other than those in the Core Database) will be mutually agreed-upon by the Parties and, subject to any necessary Content Provider authorization(s), made available through the Services.
15.18. “Third-Party Materials” means the Third-Party Data together with the Third-Party Software.