The FactSet Research Systems Inc. ("FactSet") on behalf of itself and its affiliates agrees to provide and User agrees to use the FactSet Data described below according to the terms and conditions below.
License of Databases, Consulting and Software
Subject to the terms and conditions of this Agreement, FactSet grants to User
the limited, nonexclusive, nontransferable rights to use its financial data ("FactSet
Data") via this website.
All proprietary rights, including intellectual property rights, in the FactSet
Data will remain property of FactSet.
Restrictions of Use; Proprietary Rights
FactSet provides the FactSet Data solely and exclusively for User's internal use and
for business purposes only in User's business. User will not use or permit any
individual or entity under its control to use the FactSet Data for any unlawful or
Except as otherwise expressly provided in this Agreement, User agrees that it will not
copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble,
create derivative works from or make any part of the FactSet Data available to others. User
may use Insubstantial Amounts of the FactSet Data in the normal conduct of its business for
use in reports, memoranda and presentations to User's employees, customers, agents and
consultants, but FactSet and its respective affiliates reserve all ownership rights and rights
to redistribute the FactSet Data. "Insubstantial Amounts of the FactSet Data" means an amount
of the FactSet Data that (i) has no independent commercial value as a database, (ii) could not
be used by User as a substitute for the FactSet Data or any part of it, (iii) is not separately
marketed by User, an affiliate of User or a third-party source, and (iv) is not regularly or
systematically retrieved in a manner that does not satisfy clauses (i), (ii) and (iii) of this
definition. FactSet will have the right to require User to cease its use of the FactSet Data
immediately if, in the sole reasonable judgment of FactSet, FactSet believes that User's use
involves more than an Insubstantial Amount of the FactSet Data.
FactSet represents and User acknowledges that the FactSet Data and its component parts
were developed, compiled, prepared, revised, selected and arranged by FactSet or its
affiliates through the application of methods and standards of judgment developed and
applied through the expenditure of substantial time, effort, money and originality and
that they constitute valuable intellectual property and trade secrets of FactSet. At
FactSet's expense and reasonable request, User agrees to cooperate with FactSet to
protect the proprietary rights in the FactSet Data during the term of this Agreement.
User covenants to (i) retain all copyright, trademark, service mark and other proprietary
notices contained in the FactSet Data on any copy made by User; and (ii) not modify the
FactSet Data in a way that would constitute an infringement of any third party intellectual
property rights. User agrees to notify FactSet promptly in writing of any unauthorized
access or use of which User becomes aware of or any claim that the FactSet Data or any
component parts infringes on any copyright, trademark or other contractual or statutory or
common law right. Neither party will use any trademarks, website marks, names, logos, or
other identifiers of the other party without the prior written permission of the relevant
party. In addition, neither party may use the other party's trademarks: (i) in, as or as
part of that party's own trademarks or those of any third parties, (ii) in a manner likely
to cause confusion, or (iii) in a manner that implies inaccurately that a party sponsors,
endorses or is otherwise connected with the other party's own activities, products or
services. User will not, under any circumstances, remove any trademarks, copyrights or
other related visual marks and logos from the information provided or from any reproduction
or redistribution of such information.
FactSet may, in its sole discretion, terminate User's use of the FactSet Data for any
reason including: (i) breach by User of this Agreement, or (ii) conduct by User that
is harmful to FactSet's business.
User may not use, or assist any third party in using, any portion of the FactSet Data
in any way to compete with the FactSet Data. If FactSet believes, in good faith, that
the User is competing with FactSet, then FactSet may terminate this Agreement, consider
the activity a material breach of this Agreement and pursue any and all remedies for
User will indemnify and hold harmless FactSet against all claims or demands by and liabilities
to third parties, including without limitation reasonable attorney's fees, arising from or in
connection with User's breach of any of its representations, warranties or covenants in this
Agreement and User's use of the FactSet Data not in accordance with this Agreement.
Warranties and Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FACTSET DATA IS PROVIDED "AS IS"
AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS
OR IMPLIED (BY COMMON LAW, STATUTE OR OTHERWISE), IN RELATION TO THE FACTSET DATA ARE
HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR,
FACTSET DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND MAKE NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY,
RELIABILITY OR SPEED OF DELIVERY OF THE FACTSET DATA. USER AGREES THAT THE FACTSET
DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTION CONTAINED IN THE FACTSET
DATA DO NOT REPRESENT THE OPINIONS OR BELIEFS OF FACTSET OR ITS AFFILIATES OR ANY OF
THEIR RESPECTIVE EMPLOYEES. FactSet does not warrant that the FactSet Data will be
uninterrupted, error free, or completely secure. FactSet expressly disclaims any
liability for any loss or injury caused in whole or in part by negligence or any other
error made by human or machine concerning the production, compilation or distribution
of the FactSet Data. User expressly assumes the entire risk for the results and
performance of the FactSet Data.
None of FactSet or its respective affiliates will have any liability for any lost
profits or direct, indirect, special, consequential, punitive or exemplary damages,
even if advised in advance of the possibility of these types of damages.
This Agreement constitutes the entire Agreement between the parties and supersedes all previous
or contemporaneous agreements, whether written or oral, between the parties with respect to any
subject matter covered by this Agreement. User may translate this Agreement into other
languages for the convenience of User, but the controlling language will be English.
This Agreement will be governed by, construed and enforced pursuant to the laws of the State of
New York and will be subject to the exclusive jurisdiction of that state without regard to
conflicts of laws principles. Any controversy or claim arising out of or relating to this
Agreement will be settled by the state or federal courts located in New York, New York.
THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY. User may not bring a cause
of action under or related to this Agreement more than one year after User knew or should have
known of the cause of action, and in no case more than one year after the termination of this
"Confidential Information" means any non-public information obtained under or in connection with the
User's receipt of FactSet Data, including the FactSet Data. Except to the extent required by law or
legal process or as otherwise provided herein, User will not disclose any Confidential Information to
any third party.