2. Authorized Users; General Terms.
3. User Behavior.
- You will not violate any Applicable Laws in connection with your access to or use of the Site.
- Your use of the Site and AlphaSense Content as permitted hereunder shall be solely for your internal business use in accordance with, and subject to the terms of, such Service Agreement.
- You agree that the Site is only intended for manual use, and you will not access the Site through the use of any “bots” or other software applications that may be used to perform automated tasks or scripts, including accessing or in any way using the Site or the Service.
- You will not submit or transmit to, through or in connection with the Site: (i) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, racist, or otherwise harmful or objectionable Content of any kind (including, but not limited to, any Content that depicts nudity, sexual conduct or violence); (ii) any Content that infringes upon any third party right (including, but not limited to, any copyright, trademark, right of publicity or privacy, or any other intellectual property or similar rights, as well as rights associated with any recognizable name, voice, person, or image (collectively “Third Party IP”)); (iii) any advertisements or other promotional materials or information for yourself, Your Content or your services, or for any other Person or such Person’s Content or services, in each case, for purposes of advertising or promoting those services; (iv) any software viruses, Trojan horses, worms or any other malicious application or code; (v) any political or promotional opinions, in each case, for the purpose of promoting those opinions; or (vi) any Content which may constitute or encourage conduct that is fraudulent, a criminal offense or civil wrong or otherwise violates any Applicable Laws.
- While accessing or using the Site, you will not impersonate any Person, make any false statement regarding any Person (including but not limited to, any Person’s employment, agency or affiliation with any other Person), or create false identities for any reason.
- You will not interfere with or disrupt AlphaSense’s or any other User’s access to or use of the Site.
- You will not take any action that imposes (or may impose, as determined by us in our sole discretion) an unreasonable or disproportionately large load on our servers or other infrastructure underlying the Site, and you will not use the Site in any way that causes (or is likely to cause, as determined by us in our sole discretion) the Site or access to or use of it to be interrupted, interfered with, damaged or impaired in any way, including but not limited to any use of the Site that in any way interferes with or disrupts servers or networks used by AlphaSense to provide the Service or used by other Users to access the Site or violates any third party regulations, policies or procedures of such servers or networks.
- You will not “scrape” or otherwise use any data mining, robots, or similar data gathering or extraction methods (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent).
- You will not publish or disclose to third parties any evaluation of the Site or the Service.
- You will not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a “spam”) to any other Users.
- You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithm pertaining to the Site or any software, proprietary documentation or data related to the Site (collectively, “Software”).
- You will not modify or alter any part of the Site or any AlphaSense Content, and you will not circumvent, disable or otherwise interfere with any security-related feature of the Site or any system resources, services or networks connected to or accessible through the Site.
- You will not modify, alter, tamper with, translate, repair or create derivative works based on the Site or any AlphaSense Content, Third Party Provider Content or Provided Software.
- You will not rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Site.
- You will not use the Site in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.
- You will not attempt to gain access to the Site, other Users’ accounts, AlphaSense’s computer systems or networks connected to the Site through hacking, password mining or any other similar means.
- You will not advertise products or services or solicit any other User, whether or not such advertising or solicitation is in the form of unrequested bulk commercial email.
- You will not remove, obscure or alter any proprietary rights notice pertaining the Site, the Software, the Service, any AlphaSense Content or any Third Party Provider Content.
- You will not use any meta tags or any other “hidden text” utilizing any of AlphaSense’s names or trademarks without our express written consent.
- You will not use the Site or any other part of the Service in connection with the operation of nuclear facilities, aircraft navigation, communications systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Site or the Service could lead to death, personal injury or physical property or environmental damage.
- You further agree not to cause, encourage or permit any third party to do any of the foregoing on your behalf or in any way with your assistance or collaboration, including without limitation by providing other Persons with your username and password or by otherwise authorizing any third party to access or use the Site.
4. Legal Notices.
5. AlphaSense Content; Ownership.
6. Your Content; No Infringing Use.
You acknowledge and agree that AlphaSense is not the owner of and shall not be responsible for Your Content or any other Third Party Content. You also acknowledge and agree that we don’t, and could not effectively, control, verify, or endorse Your Content or any other Third Party Content.
PLEASE BE AWARE THAT (i) VIDEOS, ARTICLES, DOCUMENTS AND/OR OTHER CONTENT THAT YOU UPLOAD TO THE SITE (WHICH WOULD CONSTITUTE PART OF YOUR CONTENT) MAY BE PROTECTED BY COPYRIGHT AND OTHER LAWS REGARDING INTELLECTUAL PROPERTY RIGHTS; (ii) IF ANY OF YOUR CONTENT CONTAINS OR DEPICTS ANY THIRD PARTY IP, THE HOLDER OF THE RIGHTS TO SUCH THIRD PARTY IP MAY HAVE THE RIGHT TO CLAIM THAT USE OF SUCH CONTENT (INCLUDING BUT NOT LIMITED TO IN CONNECTION WITH YOUR USE OF THE SITE) INFRINGES ON THE OWNER’S INTELLECTUAL PROPERTY RIGHTS; AND (iii) YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS THE ALPHASENSE PARTIES FOR, ANY AND ALL RISK ASSOCIATED WITH YOUR CONTENT, INCLUDING BUT NOT LIMITED TO ANY CLAIM ASSERTING THAT YOUR CONTENT (OR ANY PORTION THEREOF), AND/OR THE STORING IN OR SUBMISSION OR TRANSMISSION TO, THROUGH OR IN CONNECTION WITH THE SITE, INFRINGES UPON ANY THIRD PARTY IP RIGHTS.
- You agree that you may not state or imply that Your Content is in any way sponsored or endorsed by AlphaSense or that you are the owner of any AlphaSense Content.
- No portion of Your Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in the Agreements, and all of Your Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or any other hardware or computer system or Software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
- None of Your Content has been obtained, created or submitted to us in violation of any Applicable Law.
- If after you submit Your Content to us, you receive any notice or otherwise learn in any way that any of the representations made by you in above were not accurate, complete and not misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, remove the Content from the Site.
AlphaSense respects the intellectual property of others, and we expect all Users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of any User who infringe or attempt to infringe the copyrights or other intellectual property rights of AlphaSense or any Third Party IP rights.
We provide functions that allow you to control who may access Your Content. You acknowledge that, if you enable the features that allow you to share Your Content with others, anyone you’ve shared Your Content with (including the general public, in certain circumstances) may have access to Your Content. Furthermore, you agree that any such Content can be read by the operators and/or other agents of AlphaSense, whether or not they are the intended recipients. If we or any other Person asks you to cease and desist from sharing any of Your Content with any third party, you agree to comply with such request immediately.
ALPHASENSE WILL HAVE NO LIABILITY OF ANY KIND AS A RESULT OF THE DELETION OF, CORRECTION OF, DESTRUCTION OF, DAMAGE TO, LOSS OF OR FAILURE TO STORE OR ENCRYPT ANY OF YOUR CONTENT.
7. Updates to the service
AlphaSense reserves the right, in its sole discretion, to make unscheduled deployments of updates, enhancements or such other changes to the Site at any time that AlphaSense deems necessary or otherwise desirable, in each case to the full extent permitted by all applicable local, state, national or international laws, statutes, ordinances, rules and regulations (“Applicable Laws”) and without notice or liability to AlphaSense. For example, we may add or remove functionalities or features, and we may suspend or stop a Service altogether.
Any Provided Software is licensed, not sold. Unless we notify you otherwise, any license to any Provided Software granted hereby Software license shall automatically terminate when your right to use the Site ends. You must then promptly uninstall any Provided Software, or we may disable it. You must not work around any technical limitations in any Provided Software.
Any and all Provided Software shall be subject to applicable U.S. export laws and regulations. You hereby agree to complying with all domestic and international export laws and regulations that apply to any Provided Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer any Provided Software or any right granted to you by AlphaSense to access or use the Site (the “Service”) without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You hereby represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
9. Ideas, Suggestions, Feedback or Data Shared with AlphaSense.
If you choose to send us any message, documents, information and/or data, including but not limited to any ideas, suggestions, questions, feedback and/or proposals regarding the Site or the Service (or other products or services), such message, documents, information and/or data shall be deemed non-confidential and we shall have no obligation of any kind with respect to such message, documents, information and/or data and shall be free to disclose and/or distribute any such message, documents, information and/or data to others without limitation and to reproduce and use any ideas, concepts, know-how or techniques contained in such message, documents, information and/or data, including without limitation to develop, manufacture, market and produce products and services incorporating such ideas, concepts, know-how or techniques.
You shall not violate or attempt to violate the security of the Site. Violations of system or network security may result in civil or criminal liability. AlphaSense reserves the right to investigate occurrences which may involve such violations and may involve and cooperate actively with, law enforcement authorities in prosecuting users who have participated in such violations.
11. Third-Party Links, Sites, and Services.
The Site may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by AlphaSense. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content through or in connection with your access or use of the Site, you do so at your own risk and you agree that AlphaSense will have no liability arising from your use of or access to any third-party website, service, or content.
In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance.
AlphaSense does not warrant, endorse or guarantee the completeness, accuracy, integrity or timeliness of any information provided via the Site, and we are not responsible for mistakes, out-of-date information, inaccuracies, typographical or other errors. You must evaluate, and bear all risks associated with, the use of any Content (including but not limited to Third Party Content) or other information included in the Site, including any reliance on the accuracy, completeness, safety or usefulness of such information. You acknowledge that any information included in the Site is subject to change without notice. Any opinions or assertions contained in the Site at any time or from time to time do not represent the opinions or beliefs of AlphaSense and/or its affiliates. AlphaSense and/or one or more of its directors, officers, employees, representatives or agents may have a position in any of the securities mentioned in Content included from time to time in the Site.
As a registered user in good standing, you may be provided with limited access to the videos, articles or other Content saved to the Site. Such access is provided as an accommodation only, and Your Content (or any portion thereof) may be deleted at any time and for any reason. We do not warrant, and will not have any liability or responsibility for, your use of the Site or the Service (or any part or portion thereof). We may also impose limits on the use of or access to certain features or portions of the Site and/or the Service, for any reason and without notice or liability. The Site and the Service (or any part or portion thereof) may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. We cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ALPHASENSE MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS. THE SITE, ALPHASENSE CONTENT AND ALL OTHER INFORMATION OR CONTENT CONTAINED IN THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT OR SYSTEM INTEGRATION. ALPHASENSE DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.
15. Limitation of Liability.
IN NO EVENT SHALL ANY OF THE ALPHASENSE PARTIES’ OR ALPHASENSE’S SUPPLIERS OR LICENSORS OR PROVIDERS’ AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THE SERVICE EXCEED THE FEES PAID BY YOU FOR THE SERVICE FOR THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
IN NO EVENT SHALL ALPHASENSE, ANY OF THE OTHER ALPHASENSE PARTIES OR ALPHASENSE’S SUPPLIERS OR LICENSORS OR PROVIDERS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ALPHASENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Limited Time to Bring Your Claim.
You and AlphaSense agree that any cause of action arising out of or related to the Service or any AlphaSense Content must be commenced within one (1) year after the cause of action arises. Otherwise, such cause of action is permanently barred.
17. Local Laws; Export Control.
AlphaSense controls and operates the Site from its headquarters in the United States of America and the AlphaSense Content may not be appropriate or available for use in other locations. If you use the Site outside the United States of America, you are responsible for following local Applicable Laws.
18. Agreement to Arbitrate
19. Governing Law; Venue
20. International Access
The Site may be accessed from countries other than the United States. We make no representations or warranties that the Site or the Service are appropriate for use or access in other locations. If you access and use the Site or the Service outside the United States, you do so on your own initiative and you are responsible for complying with both United States and local laws and regulations, if and to the extent such laws are applicable.
You may not use, export, re-export, import or transfer the Site or the Service (or any portion thereof or any rights thereto granted by AlphaSense) except as authorized by United States Applicable Laws, the laws of the jurisdiction in which you gained access to the Service and the Site, and any other Applicable Laws. In particular, but without limitation, neither the Site nor the Service (nor any portion thereof or any rights thereto granted by AlphaSense) may be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By accessing and using the Site and/or the Service, you represent and warrant that you are not located in any such country or on any such list. You also may not use the Site or the Service for any purpose prohibited by United States Applicable Laws, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. We reserve the right to limit, in our sole discretion, the availability of the Site and/or the Service (or any portion thereof) to any Person, geographic area, or jurisdiction, at any time.
21. U.S. Government Restricted Rights
If this product is acquired under the terms of a government contract, use, duplication and disclosure are subject to the terms of this license and the following restrictions: subdivision (c)(1)(ii) of the Rights in Technical data and Computer Software clause at 252.227-7013 (DOD contracts); subdivisions (a) through (d) of 52.227-19 (Civilian agency contracts); and the applicable ADP Schedule Contract (GSA contracts).
22. Consent to Electronic Communication
By inputting any information on the Site, you are consenting to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
23. Notice to California Residents
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the Site is:
24 Union Square East, 6th Floor
New York, NY 10003
To file a complaint or to receive further information regarding use of the Site, send a letter to the above address, contact AlphaSense via e-mail or telephone.
24. Proprietary Rights Notice
25. Third Party Data
As part of the Services, you will have access to third-party information which may include among others SEC filings, annual and interim reports, conference call transcripts, press releases, investor relations presentations, research reports and various investment and financial documents and data (collectively, the “Third Party Data”), which has been independently obtained by AlphaSense from financial markets information services and data vendors, news and information providers, digital media providers, various securities markets, public websites, intermediaries engaged in the aggregation and transmittal of such data, and others (collectively, “Third Party Data Providers”). In the event of a discontinuance or termination of AlphaSense’s access to any Third Party Data Provider, AlphaSense may in its sole discretion replace any such Third Party Data Provider with a commercially reasonable alternative. The Third Party Data is the property of the Third Party Data Providers or others and is protected by copyright. You acknowledge and agree that such Third Party Data is subject to the additional terms available at www.alpha-sense.com/3p-terms (the “Third Party Terms”). You agree not to use the Third Party Data for any unlawful purpose and agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Third Party Data in any manner beyond the licenses granted herein and/or by any applicable Third Party Terms, without the express written consent of AlphaSense and the relevant Third Party Data Provider(s). Where practicable, you agree to clearly identify the Third Party Data Provider as the source of Third Party Data. You agree to comply with reasonable written requests by AlphaSense to protect the Third Party Data Providers’ and AlphaSense’s respective rights in the Third Party Data. The Third Party Data Providers are third party beneficiaries under this Agreement and shall be entitled (along with AlphaSense or alone) to enforce this Agreement by legal proceeding or otherwise against you for violations of the usage restrictions on the Third Party Data contained in this section. Your obligations under this provision shall remain in effect after termination of this Agreement. ALPHASENSE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL SUCH THIRD PARTY DATA, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND/OR NON-INTERFERENCE.
Morningstar Inc: Certain of the information contained in the Licensee Product: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed other than in insubstantial amounts; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar 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.
Both you and AlphaSense acknowledge and agree that no partnership is formed, and neither of you nor AlphaSense has the power or the authority to obligate or bind the other.