Terms of Service

This WQP User Agreement (“Agreement”) governs your access to and use of the products and services provided by WorldQuant Predictive Technologies LLC (“WQP”) to the company or other legal entity accepting this Agreement and affiliates of that company or entity (“Customer” or “You”) through the WQP web site (the “Services”), which includes all data, information, content, reports, analyses, calculations, scores, graphics, user interfaces, visual interfaces, tools and other materials (collectively, the “Content”) provided or made available by WQP through the Services or otherwise.

If an individual is accepting this Agreement on behalf of a company or other legal entity, such person represents that the person has the authority to bind such entity to this Agreement.

This Agreement is effective, and Customer agrees to its terms and conditions, as of the date that Customer accepts the Agreement by (1) clicking a box indicating Customer acceptance; (2) executing an order form that references this Agreement; or (3) using the Services (the “Effective Date”).

1. Access to the Services.

( a ) Subject to and conditioned on your payment of the fees set forth in any Services ordering document separately agreed to by you and your compliance with the terms of this Agreement, WQP hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes in accordance with the terms of this Agreement.

( b ) Your ordering document for the Services (“Order Form”) will describe the users who are authorized to access and use the Services (the “Authorized Users”). You are responsible for authenticating all Authorized Users, for approving access by such Authorized Users to the Services and for controlling against unauthorized access by Authorized Users. You shall ensure that the Authorized Users comply with this Agreement. You are fully liable and responsible for the acts and omissions of the Authorized Users, as if done by you, and any breach of this Agreement by an Authorized User will be a breach of this Agreement by you.

( c ) You may be required to register for access to the Services. You agree to provide complete and accurate registration information and to keep that information current. You are responsible for maintaining the confidentiality and security of any user names and passwords you use to access the Services. You agree that you are solely responsible for use of your user names and passwords and all transactions and activities occurring under or through the use of your user names and passwords. You agree to notify WQP immediately if you suspect or become aware that any user name or password has been lost, stolen or compromised and of any unauthorized access to or use of the Services.

( d ) WQP may change all or any portion of the Services at any time without notice to you; provided, however, that WQP will not make any change that has a material adverse effect on the Services without notifying you. WQP may suspend your access to the Services at any time if WQP reasonably believes you are in breach of this Agreement, to prevent harm to the Services or for any other reasonable cause. WQP will seek to limit any suspension to the minimum extent required, and of the minimum duration, to prevent harm to WQP or the Services.

( e ) Subject to the terms and conditions of this Agreement and the applicable Order Forms, WQP will (i) make the Services available to you in accordance with the standard documentation for the Services (the “Documentation”); (ii) provide standard support for the Services, as set forth in the Documentation; and (iii) use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for (A) any planned downtimes; or (B) any unavailability caused by circumstances beyond WQP’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, failure or delay of providers of Internet service or denial of service attack.

( f ) You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by WQP regarding future functionality or features.

2. Ownership and Use.

( a ) As between you and WQP, WQP owns all rights, title and interest in and to the Services, including, but not limited to, all intellectual property rights in and to the Services. Nothing in this Agreement conveys or shall be construed to convey any ownership interest in any Services or any intellectual property rights in or to the Services. WQP reserves all rights not expressly granted in this Agreement. You acknowledge that the Services and the collection, compilation, development, management and promotion thereof are the result of a considerable expenditure of time, effort and money on the part of WQP.

( b ) You may only download Content that is made available for download by WQP via the Services. You may not otherwise download, copy or extract any Content from the Services, including, but not limited to, through the use of any web scraping or automated data collection means.

( c ) You agree not to (i) decompose, decompile recompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Services; (ii) publish, broadcast, display, retransmit, reproduce, copy, repackage, frame, sell, license, lease, assign, transfer, commercially exploit, modify, create any derivative of or otherwise redistribute all or any portion of the Services, except as explicitly permitted in this Agreement; (iii) remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Services or any of its Content; (iv) allow any person or entity to access or use the Services other than the Authorized Users; (v) use the Content or any portion of the Content in, or in connection with the creation or provision of, any form of data service; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to or perform security testing on the Services or its related systems or networks; (viii) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit; (ix) copy the Services or any part, feature, function, or user interface thereof; or (x) frame or mirror any part of the Services; (xi) access the Services or monitor the Services’ availability, performance or functionality in order to build a competitive product or service, or for any other benchmarking or competitive purposes.

( d ) You shall implement and maintain reasonably necessary security precautions, consistent with the then-current standards in the industry, to prevent unauthorized access to or distribution of the Services and breaches of this Agreement.

( e ) You grant to WQP a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or Authorized Users relating to the Services.

3. Payment.

( a ) You will pay all fees and other amounts payable for the Services (“Fees”) as set forth in, and in accordance with the payment terms set forth in, in the Order Form. Notwithstanding the foregoing, you will not be provided with access to the Services until the access Fees have been paid. Fees are non-cancelable and non-refundable.

( b ) All Fees are exclusive of taxes and similar assessments. You are responsible for all taxes and similar assessments of any kind such as goods and services tax (GST), value added tax, use and excise taxes, imposed by any governmental entity on any amounts payable by you for the Services.

( c ) If any Fees are thirty (30) or more days overdue, WQP may, without limiting WQP’s other rights and remedies (i) charge you interest at the rate of the lesser of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, on the unpaid Fees; (ii), accelerate your unpaid Fees so that all such Fees become immediately due and payable; and (iii) suspend the Services until such unpaid Fees are paid in full.

4. Warranty and Disclaimers.

( a ) You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement; and (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this Agreement.

( b ) The Services are provided “as is” and “as available” without warranty of any kind. WQP expressly disclaims all representations and warranties, whether express, implied or statutory, with respect to the Services, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement and all warranties arising from course of performance, course of dealing and usage of trade or their equivalents under the laws of any jurisdiction. Without limiting the foregoing, WQP cannot and does not guarantee or make any representation or warranty as to the accuracy, validity, sequence, timeliness, completeness, availability or continued availability of any Services, or the results to be obtained by the use of the Services, or that the Services or the results to be obtained by the use of the Services will be error-free. Nothing in the Services is intended to be, and you should not consider anything in the Services to be investment, accounting, tax or legal advice.

( c ) The Services are not intended to be used as the sole basis for any decision and are based upon data which is provided by third parties, the accuracy or completeness of which it would not be reasonable or economically viable for WQP to verify. You acknowledge that the Services may include estimates based on sampling data, using models and techniques based on statistical analysis, probability and predictive behavior, and representing WQP’s opinion. Therefore, you agree that WQP is not liable for the inaccuracy, incompleteness, omission or other error in the Services or any failure of the Services to achieve any particular result.

5. Limitation of Liability and Indemnification.

( a ) WQP is not liable for any indirect, incidental, special, punitive or consequential damages, however caused, arising out of the Services or this Agreement, including, but not limited to, lost profits and goodwill, regardless of the form of the action or the basis of the claim, even if WQP has been apprised of the possibilities of such damages, and whether or not such damages could have been foreseen or prevented. Notwithstanding the foregoing, WQP’s total aggregate liability to you for any damages arising out of the Services or this Agreement is limited to the Fees you paid WQP for the Services in the twelve (12) months preceding the date the claim first arose.

( b ) WQP shall defend you against a third party claim alleging that the Services infringe the patent, copyright or trademark rights of a third party and will pay the resulting damages finally awarded against you by a court of competent jurisdiction or agreed to in a settlement in connection with any such claim. WQP shall control the defense or settlement of the claim; provided, however, that WQP may not settle any claim if it imposes any liability or obligation on you without your prior written consent. Notwithstanding the foregoing, if WQP reasonably believes that your use of any portion of the Services is likely to be enjoined by reason of any such claims, then WQP may, at its expense and in its sole discretion: (i) procure for you the right to continue using the Services; (ii) replace the same with other services having substantially equivalent functions that are not subject to any claims of infringement; (iii) modify the Services so that there is no longer any infringement; or (iv) terminate this Agreement, in whole or in part, refund to you the pro rata unused portion of any prepaid Fees for the terminating portion(s) of the Services. WQP’s indemnification obligations in this Section 5(b) do not apply if: (a) the Services are modified by any party other than WQP (or someone acting at WQP’s direction); (b) the Services are combined with other non- WQP products, applications, or processes; or (c) the claim arises out of your breach of this Agreement. This Section 5(b) sets forth WQP’s sole liability and your sole and exclusive remedy with respect to any claim of intellectual property infringement.

( c ) You shall defend WQP against a third party claim arising out of or resulting from your use of the Services or breach of this Agreement and will pay the resulting damages finally awarded against WQP by a court of competent jurisdiction or agreed to in a settlement in connection with any such claim. You shall control the defense or settlement of the claim; provided, however, that you may not settle any claim if it imposes any liability or obligation on WQP without WQP’s prior written consent.

( d ) You acknowledge that WQP’s provision of certain portions of the Content is governed by agreements between WQP and its third party data providers and that WQP has constructed the usage rights and restrictions for the Services in this Agreement so as to ensure WQP’s compliance with such agreements. Therefore, in order to protect WQP from any liability to such third party data providers as a result of your or an Authorized User’s acts or omissions, and notwithstanding anything in this Agreement, you accept full liability for, and will fully indemnify and reimburse WQP for, all liabilities WQP may have to such third party data providers as a result of your access to or use of the Services or Content or breach of this Agreement.

6. Term and Termination.

( a ) This Agreement will remain in effect until all Subscriptions (as defined below) have expired or until this Agreement is terminated pursuant to the terms of this Agreement.

( b ) The initial term of each subscription to the Services (each, a “Subscription”) is as set forth in the Order Form or, if not set forth in an Order Form, one (1) year (the “Initial Subscription Term”). Unless otherwise set forth in an Order Form, each Subscription will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term”), unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Initial Subscription Term or Renewal Term. The Initial Subscription Term and all Renewal Terms are collectively referred to in this Agreement as the “Subscription Term.” Unless otherwise provided in the applicable Order Form, the Services are purchased as Subscriptions, additional Services may be added during a Subscription Term as agreed between the parties and any added Services will terminate on the same date as the underlying Services. Subject to the pricing in the Initial Subscription Term or Renewal Term, as applicable, not being designated in the relevant Order Form as promotional or one time (including any Services offered at no charge, which shall be all deemed promotional or one time in nature), then the pricing on a per Authorized User or other per unit basis, if applicable, during any Renewal Term will not be increased by more than seven percent (7%) of the pricing in the prior Initial Subscription Term or Renewal Term, as applicable.

( c ) Either party may terminate this Agreement if the other party (i) materially breaches this Agreement and does not cure such breach within thirty (30) days after receipt of written notice from the other party; or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

( d ) WQP may terminate this Agreement or your access to any portions of the Services immediately (i) if you fail to pay any Fees when due; (ii) if WQP generally discontinues providing the Services in the course of its business; (iii) if WQP’s agreement with a third party data provider has terminated or expired or WQP otherwise no longer has the right to provide the Services or any Content; or (iv) in order to comply with any determination by a governmental authority.

( e ) Upon termination or expiration of this Agreement, (i) your right to access and use the Services cease and WQP has the right to terminate your access to the Services; and (ii) you will destroy all copies of the Content obtained through the Services in your possession or control, including, but not limited to, expunging such Content from your computer systems, within thirty (30) days and, upon WQP’s request, provide WQP with written confirmation of compliance with this Section 6(d).

7. Confidentiality. You acknowledge that you and your Authorized Users and other employees or agents may be exposed to or acquire information which is proprietary to or confidential to WQP or its affiliates, or third parties (including, but not limited to, third party data providers) to which WQP or its affiliates owe a duty of confidentiality, including, but no limited to, documentation, data, business plans, strategies, forecasts and projections, product roadmaps, and information about operations, finances, technology systems, and personnel, customers and suppliers (collectively, “Confidential Information”). You shall not use or copy any Confidential Information except to the limited extent necessary to perform your obligations or exercise your rights under this Agreement and you shall not disclose any Confidential Information to any person or entity other than to your employees who have a need to know the Confidential Information in order to perform your obligations or exercise your rights under this Agreement or as otherwise expressly permitted by this Agreement. You shall use the same measures that you use to protect your own most confidential and proprietary information to protect the Confidential Information from use or disclosure in violation of this Agreement, but in no event less than commercially reasonable measures. You shall notify WQP immediately upon discovery of any use or disclosure of Confidential Information in violation of this Agreement and will cooperate with WQP in every reasonable way to help WQP regain possession of the Confidential Information and prevent its further use and disclosure in violation of this Agreement. You are liable and responsible for any use or disclosure of Confidential Information that would constitute a breach of this Agreement by any person or entity to whom or which you provide, or provide with access to, any Confidential Information, as if done by you. Upon termination or expiration of this Agreement, or at any other time at the request of WQP, you shall return to WQP or destroy and delete, as applicable, all Confidential Information and any copies thereof in your possession or control.

8. Miscellaneous.

( a ) You agree (i) that WQP may identify you as a customer or user of the Services across WQP’s marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo); and (ii) upon reasonable request, to provide input towards and/or participate in WQP’s marketing and promotional activities.

( b ) You acknowledge and agree that WQP may provide your name and information about you and your access to and use of the Services, including, but not limited to, details about the Fees, Subscriptions and this Agreement, as WQP reasonably determines is necessary to fulfill WQP’s contractual obligations to its third party data providers.

( c ) You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement without WQP’s prior written consent. Any assignment or transfer in violation of this Agreement is void.

( d ) WQP is not for any delay or failure in the performance of the Services or WQP’s obligations under this Agreement if such delay or failure arises from any cause or causes beyond WQP’s reasonable control including, but not limited to, labor shortages or disputes, strikes, other labor or industrial disturbances, delays in transportation, acts of God, floods, lightning, fire, epidemic, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, an act of civil or military authority, sabotage, explosives, riots, insurrections, embargoes, blockades, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, or failure of suppliers or other third parties.

( e ) This Agreement and all claims arising out of or related to this Agreement are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. Each party must bring any claim or action in connection with this Agreement in the appropriate Federal or State court located in New York County, and the parties irrevocably consent to the exclusive jurisdiction of such court.

( f ) Any provision of this Agreement, which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration, including those provisions concerning indemnification and limitation of liability.

( g ) The failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect.

( h ) WQP may modify this Agreement at any time. Your continued use of the Services following reasonable notice of such modifications will be deemed to be your acceptance of any changes to this Agreement. You agree that notice of changes to this Agreement posted on the Services constitutes reasonable notice.

( i ) This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties with respect thereto.