Terms of Service

1. 1. “Aggregated Data” refers to Company Information that has been de-identified or aggregated with other data so that it no longer reasonably identifies Company or any specific individual.
   2. “Company”, “you”, and “your” refer to the entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an order using online functionality Provider makes available like clicking a box, creating an account, or otherwise affirmatively accepting the Agreement through another means Provider offers you (each, an “Order”). If the Services are being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Company,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement.
   3. “Company Affiliate” means any entity that, from time to time, directly or indirectly controls, is controlled by, or is under common control with Company, or that is a successor (whether by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such entity or its business and assets. An entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
   4. “Company IP” means all information or data owned by Company and furnished or made available by or on behalf of Company to Provider in connection with Company’s use of the Services, in any form or media, including, but not limited to, (a) reports, projections, correspondence, memoranda, text, images, photos, designs, artwork, logos, trademarks or other similar content that Company uploads to and/or stores in the Services or otherwise provides to Provider in connection with the Services during the Subscription Term and (b) any improvements, modifications, adaptations, translations and other derivative works of, based on, derived or generated from, or otherwise incorporating any of the foregoing.
   5. “Great Gray” refers collectively to Great Gray Group, LLC, and its wholly owned subsidiaries that provide the Services pursuant to this Agreement, including but not limited to Retirement Plan Advisory Group, LLC (“RPAG®”).
   6. “Process” (and its variants, such as “Processing”) means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
   7. “Usage Data” means any information generated by the use of the Services by Company and its Users, including any end user profile, visit, session, impression, click through or click stream data and any statistical or other analysis, information or data based on or derived from Company’s use of the Services.

2. ORDERING PROCESS   

Each Order may include the specific Services ordered by Company, including, as applicable, the purchased Services, quantity and scope, and restrictions on the number and kind of authorized users (“Users”). A Company Affiliate may enter into an Order with Provider and will be responsible for all obligations hereunder as if it were Company.

 3. SERVICES

For the period during which Company’s subscription to access and use the Services is in effect, as identified in the applicable Order (the “Subscription Term”), and subject to Company’s compliance with the terms of this Agreement (including any additional limitations or restrictions set forth in the applicable Order), Company may access and use (i) the software product offerings that are identified in the relevant Order that can be accessed via website, mobile application or other means of electronic access or communication, together with all updates, bug fixes, error corrections or other minor enhancements or improvements thereto made available under the Agreement, including any Content (defined below) therein (the “Services”) and (ii) the commercial, financial, economic and other information from time to time available through the Services, the compilation, selection and arrangement of that information, and navigational aids within computer readable file copies of documents, reports and databases compiled from that information contained within the Services (the “Provider Data”). Provider reserves the right to modify the Services at our discretion. We will not make changes that materially impair the usability, availability, or performance of the Services without informing you. For any material impairment, we will provide notice and allow you the opportunity to discontinue using the impacted functionality. 

• 1. License Grant. During the Subscription Term and subject to the terms of the Agreement, Provider hereby grants to Company a limited, non-exclusive, non-transferable (except in accordance with the Agreement), non-sublicensable, worldwide license to allow Company’s Users to access the Services and use the Services and Content (defined below) solely for Company’s internal business use, and in accordance with the terms of the Agreement.
  2. Restrictions on Use. Unless expressly permitted herein, Company and its Users will not, directly or indirectly, and will not permit any third party to: (i) allow anyone other than Users to access and use the Services, including Provider Data submitted, published, disseminated or transmitted to or through, saved in, displayed on or otherwise contained in or communicated through the Services by RPAG (such Provider Data, the “Content”); (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services or Content; (iii) modify, adapt, or translate the Services or Content; (iv) “scrape” or otherwise use any data mining, robots, or similar data gathering or extraction methods on the Services or Content; (v) market, rent, resell, copy, distribute, lease, lend, create derivative works of, sublicense, transfer, or provide access to the Services or Content or use the Services or Content for the benefit of anyone other than Users; (vi) remove or modify any proprietary markings, restrictive legends or disclosures placed on the Services or Content; (vii) use the Services or Content in violation of any applicable law or regulation; (viii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or for any purpose in violation of the Agreement; (ix) knowingly post or transmit any file through the Services which contains viruses, worms, Trojan horses, or any other contaminating or destructive features, or otherwise knowingly interfere or attempt to interfere with the proper working or security of the Services; or (x) use the Services or Content with any other platform, software, or other manual or automatic tools without Provider’s prior written consent, which, for the avoidance of doubt, includes as inputs into, for purposes of training or fine-tuning or otherwise in connection with, any artificial intelligence models or large language models. Company will not use the Services in any manner except as expressly permitted under the Agreement. Company will immediately notify Provider of any breach of the provisions of this Section 4(b).
  3. Marketing Materials. Notwithstanding Section 4(b), during the Subscription Term and subject to the terms of the Agreement, Company may provide Content that includes marketing templates, messaging and information, snapshots, summaries, charts, reports, models, analysis, tables, and those certain “form documents” made available through the Services and intended for Company to modify and adapt for Company’s specific sales, marketing and related business purposes in accordance with the terms of the Agreement (the “Marketing Materials”) to Company’s existing and prospective clients in the ordinary course of operating Company’s business, including by posting such Marketing Materials to a secure, limited access website or electronic portal solely accessible by Company and Company’s existing and prospective clients and not otherwise accessible or visible to the general public. Company is prohibited from (i) selling, licensing and/or otherwise directly profiting from the Marketing Materials and (ii) sharing or disseminating the Marketing Materials for any reason (whether for profit or not) to a competitor of Provider.
  4. Users. Users must be employees or contractors of Provider will assign each User a unique user ID and password. Company and its Users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the assigned User. Company is responsible for all activities that occur under any User account within its reasonable control. Company agrees to promptly notify Provider of any known unauthorized use of the Services or Content, including any unauthorized person obtaining access to the Services or Content, or any other breach of security by Company or its Users that affects the Services. Provider will have no liability for any loss or damage arising from Company’s failure to comply with these requirements.
  5. Privacy Notice. To the extent Personal Information as defined in Provider’s Privacy Notice at https://greatgray.com/privacy-policy/ is uploaded, transmitted, submitted, provided, or processed in connection with Company’s use of the Services, Provider will comply with the Privacy Notice.
  6. Monitoring. Company acknowledges that Provider may, but is under no obligation to, monitor Company’s use of the Services. Notwithstanding the foregoing, Provider may immediately suspend Company’s and its Users’ access to the Services if: (i) Company breaches Section 2(b) (Restrictions on Use) or Section 6(s) (Company Representations, Warranties, and Covenants); (ii) Company’s breaches the usage limitations set forth in the applicable Order for two consecutive months or for any three months (or more) in a rolling 12-month period; (iii) any payment required under this Agreement are overdue by 30 days or more; (iv) changes to applicable law require that Provider suspend the Services or otherwise may impose additional liability on us; or (v) Company or its Users actions risk harm to any of Provider’s other customers, licensors, or the security, availability, or integrity of the Services. Where practicable, Provider will use reasonable efforts to provide Company with prior notice of the suspension. If the issue that led to the suspension is resolved, Provider will use reasonable efforts to restore your access to the Services.

• 1. Fees. Company will pay to Provider the charges set forth in an Order, which consist of the fees for Services and, where applicable, any additional products and services (“Fees”). Except as otherwise expressly provided, all Fees are quoted in United States currency and are non-refundable.
  2. Payment. Company will pay all undisputed Fees as set forth in the applicable Order.
  3. Taxes. Company will pay all applicable taxes and assessments as required by applicable law related to its receipt of Services, whether charged by Provider or charged by a taxing authority. Provider will be responsible for all taxes imposed on its income or property.

• 1. Term. The term of this Agreement will commence on the Effective Date of the first Order and will continue until terminated in accordance with this Agreement or upon the expiration of all Orders for Services under the Agreement (“Term”). Services will begin and continue in accordance with the initial Subscription Term (the “Initial Subscription Term”) provided under an applicable Order. Unless otherwise set forth in the Order, upon expiration of the Initial Subscription Term, the Subscription Term for the Services will automatically renew for additional terms of one (1) year (each, an “Extended Subscription Term,” and, together with the Initial Subscription Term, the “Subscription Term”); provided, however, that either Party may choose not to renew the Services at the end of either the Initial Subscription Term or any Extended Subscription Term upon written notice, for which email may suffice, to the other Party delivered at least 90 days before the end of the then-current Subscription Term. Except as provided in this Section 6, neither Party may cancel or terminate the Agreement as long as any Order is in effect.
  2. Material Breach. Either Party may at any time (without prejudice to its other rights or remedies) terminate the Agreement or any Order upon thirty (30) days’ prior written notice to the other Party in the event of a material breach of the Agreement or Order, as the case may be, by the other Party, unless the other Party cures such breach within thirty (30) days after the nonbreaching Party provides notice to the other Party describing the nature of the breach, or immediately by written notice to the Party in material breach of this Agreement or any Order where such breach cannot be cured. If Provider terminates the Agreement or any Order pursuant to this Section 6(b), Company will, without limiting any rights of Provider with respect to such breach, within ten (10) days of the effective date of such termination, pay all outstanding amounts owing to Provider as of and including the effective date of the termination, plus the Fees that would be paid to Provider through the end of the then-current term(s).
  3. Effect of Termination. Upon termination of the Agreement, Company will (i) cease all use of the Services, including the Content; (ii) except as otherwise provided herein, return to Provider or destroy all originals (and any copies thereof made by Company) of any tangible and intangible materials reflecting, constituting or relating to the Services being terminated; and (iii) certify to Provider in writing that it has complied with the foregoing.

• 1. Company IP. Company hereby grants Provider and/or its affiliates a limited, non-exclusive, revocable, non-transferable, and royalty-free license to view, reproduce, publish, modify, copy, use, transmit, and/or display the Company IP (as defined below) solely in connection with Provider’s provision of the Services to Company. Company or its licensors retain all right, title and interest, and all intellectual property rights therein and thereto, throughout the world in and to any and all Company IP.
  2. Company Information.  Notwithstanding anything to the contrary in the Agreement, Company, on behalf of itself, and all Users, hereby grants to Provider, its affiliates, and subcontractors a perpetual, irrevocable, sublicensable (through multiple tiers), transferrable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, distribute and otherwise exploit, without limitation, all information and data that Company (including its Users) inputs to the Services or otherwise transmits or causes to be transmitted to Provider in connection with the Services (“Company Information”). 
  3. Usage Data and Aggregated Data. Company grants Provider a non-exclusive, worldwide, and sublicensable license to Process Usage Data and Aggregated Data for Provider’s internal business purposes, including: (a) tracking the use of the Services for billing purposes; (b) providing support for the Services; (c) monitoring the performance and stability of the Services; (d) preventing or resolving technical issues related to the Services; (e) improving the Services, Provider’s other offerings, and developing new products or services; and (f) conducting any other lawful business activities, such as analytics, benchmarking, and reporting
  4. Reliance.  If, as part of the Services as reflected on an Order, Provider will prepare work product for Company’s use or benefit, and in the process of preparing such work product, Company, or a third party pursuant to Company’s authorization, supplies Provider with information or materials therefore, including Company Information and/or Confidential Information, Company will be solely responsible for, and Provider may rely upon, the truthfulness, accuracy and completeness of such materials. 

• 1. Company Representations, Warranties and Covenants. 
  2. Company hereby represents and warrants that: (i) it has sufficient rights to grant the rights and licenses provided herein and it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Provider to Process Company IP, Company Information, and/or Personal Information as set forth in this Agreement without violating or infringing applicable laws or third party rights, (ii) if Company markets or promotes any investment vehicle(s) that are sponsored by Company or a Company Affiliate (each, a “Company Investment Vehicle”) through Company’s use of the Services, Company has and will maintain for the duration of the Subscription Term a license for the Morningstar® Essentials™ package for such Company Investment Vehicle(s).
  3. Provider Representations, Warranties and Covenants. Provider hereby represents and warrants that (i) it has full power and authority to enter the Agreement and to perform the requested Services, and (ii) the Services, including Provider’s performance of this Agreement, and Company’s (or any Company Affiliate’s) use of and other exercise of rights with respect to the Services in accordance with this Agreement, do not and will not violate any applicable law or regulation, and (iii) the Services do not and will not contain computer code, programs or programming devices intentionally designed to disrupt the operation of the Services or any associated hardware, computer system or network.

• 1. As between Provider and Company, all Services, Content, and any output, information, analysis, materials or code provided by Provider or a third party to Company as a part of the Services (“Outputs”), any and all updates to the foregoing, and all intellectual property rights therein, are and will remain the property of Provider and/or its sources, including any third party that licenses Third Party Data (defined below), software or other materials to Provider for inclusion in the Services (“Third Party Licensors”), as applicable. Company acknowledges that the Services, Content, and Outputs are compiled, prepared, selected and arranged by Provider and its sources, including its Third Party Licensors, through the expenditure of substantial time, effort and money and that they constitute valuable property of Provider and its sources, including its Third Party Licensors. Company will have no right, interest, or license in the Services, Content, or Outputs whether by implication, estoppel or otherwise, other than as expressly set forth in the Agreement.
  2. Great Gray Group, LLC and its affiliates claim rights in certain trademarks, service marks and logos contained and displayed in the Services and Content and made available through the Services, including RPAG and the RPAG logo, which are the registered marks of Retirement Plan Advisory Group, LLC, and Great Gray, which is the registered mark of Great Gray Trust Company (defined below). All other trademarks, service marks, domain names, logos and company names or other proprietary designations of Great Gray Group, LLC or an affiliate referred to in the Services are either trademarks, service marks, domain names, logos or company names or are otherwise the property of Great Gray Group, LLC or such affiliate. Other product or company names referred to in the Services may be trademarks of their respective owners. Except as otherwise set forth in the applicable Order, Company may not use any trademark, service mark, domain name, logo, company name or trade name of Great Gray Group, LLC or an affiliate or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo, company name or trademark.
  3. Feedback. Any feedback, enhancement requests, corrections, suggestions, modification or other information Company provides to Provider regarding the features, functionality, or performance of the Services, or any information regarding the failures, errors, deficiencies, or other malfunctions in the Services (collectively, “Feedback”) may be treated by Provider on a non-confidential and unrestricted basis. Company agrees that Provider may use disclose, publish, or otherwise exploit any Feedback in any manner without any restriction, compensation or obligation to Company, and Company hereby assigns to Provider all rights in and to Feedback.
  4. Third Parties. Company acknowledges and agrees that: (i) Provider, Third Party Licensors, and other third parties enable Provider to provide the Services and (ii) data sourced from a third party (“Third Party Data”), software, materials and other content may be included in the Services, and (iii) Provider may share information about the Services and Company’s use of the Services with Third Party Licensors to improve the Services, to make the Services available to Company, and as may be contractually required by such Third Party Licensors. From time to time, Company may be required to comply with the terms of a Third Party Licensor agreement, for example, as a condition of access to or use of Third Party Data, software or other materials provided by Third Party Licensors. Those terms will be legally binding on Company. Company acknowledges and agrees that certain Third Party Data is subject to the additional terms available at https://rpag.com/third-party-terms.

1. 1.  “Confidential Information” means information disclosed to the receiving Party (“Receiving Party”) under this Agreement that is marked by the disclosing Party (“Disclosing Party”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Confidential Information does not include information which: (i) has become publicly known to the Receiving Party without breach of the Agreement or any other confidentiality obligation; (ii) has been given to the Receiving Party by a third party with a legal right to so disclose; (iii) was known to the Receiving Party at the time of disclosure as evidenced by its written records; or (iv) was independently developed by the Receiving Party without reference to or use of the Confidential Information.
   2. Neither Party will use, or disclose to any third party, the Confidential Information of the other Party in violation of the terms and conditions of the Agreement without the prior written consent of the other Party, provided that, each Party may disclose the Confidential Information of the Disclosing Party (i) as compelled by applicable law, (ii) in confidence to its legal counsel, (iii) in connection with the exercise of its rights (including any license grants) or performance of its obligations under the Agreement; provided that, for any disclosure pursuant to (i), the Receiving Party will, to the extent legally permitted, promptly notify the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party may seek to avoid or minimize such legal request or obtain an appropriate protective order or other relief. Notwithstanding the foregoing, (i) the Receiving Party may disclose Confidential Information to its Representatives (defined below) who have a need to know such Confidential Information in order to perform or receive the Services or to otherwise perform the Receiving Party’s obligations hereunder, provided that such Representatives are bound by appropriate non-disclosure obligations that are at least as protective of the Disclosing Party’s information as the obligations under this Agreement, and (ii) Receiving Party and its Representatives may disclose Confidential Information, without notice to the Disclosing Party, upon the routine request of any government or regulatory body having authority to regulate or oversee any aspect of such Receiving Party or its Representatives’ business or that of such Party’s affiliates, provided that Receiving Party or its Representatives will advise the governmental or regulatory body of the confidential nature of such information and further provided that neither the Disclosing Party nor this Agreement are the specific target of such request.
   3. Company will implement organizational controls designed to prevent including Company Confidential Information in Company Information. For the avoidance of doubt, notwithstanding Section 10(b) above, and the uses and disclosures of information by Provider that are permitted in Section 5(c) (“Company Information”) of these Terms does not constitute use and disclosure of Confidential Information in violation this Section 7 even if Company inadvertently includes Company Confidential Information as part of the Company Information.
   4. Notwithstanding anything to the contrary in the Agreement, the Receiving Party and its officers, directors, managers, employees, affiliates, representatives, and agents (“Representatives”) may retain Confidential Information (i) stored in standard archival or computer back-up systems (including in email systems); retained pursuant to such person’s normal document retention practices; for litigation or regulatory purposes; or to the extent required by law, and/or (ii) pursuant to their professional accounting obligations, provided that, in each case, such Confidential Information is kept confidential as required under this Agreement.
   5. The Receiving Party acknowledges that the Disclosing Party may suffer immediate and irreparable harm in the event of actual or threatened breach of the obligations of non-disclosure assumed hereunder and the Disclosing Party will be entitled to seek immediate injunctive relief restraining the Receiving Party from the breach or threatened breach, in addition to any other remedies available to it in law or equity. Each Party will be responsible for a breach of this provision by its Representatives. 

• 1. By Provider.
     1. Provider will defend, indemnify, hold harmless and handle at its own expense, any third party claim, proceeding or action against Company, Company Affiliates, or any of its or their respective officers, managers, directors, employees, agents, successors, or assignees from and against all damages, costs, losses, liabilities, claims, demands, suits, actions, investigations, proceedings, causes of action, and expenses, including reasonably attorneys’ fees and court costs, as incurred arising out of or relating to any claim that Company’s use of the Services in accordance with the terms of this Agreement and applicable law, including the Content or any portion thereof, constitutes an infringement or misappropriation of such third party’s intellectual property rights.
     2. Notwithstanding Section 11(a)(i), Provider will have no liability for any claim of infringement to the extent such claim is based on: (x) Company’s or its User’s unauthorized alteration, modification, or revision of the Services; (y) the combination, operation or use of the Services with applications or other products and services not furnished or approved by Provider, if such infringement would have been avoided by the use of the Services without such other applications or other products and services; or (z) any matter for which Company is required to indemnify Provider, its affiliates, nominees or any of its officers, directors, employees, agents, or successors pursuant to Section 11(b) of the Agreement.
     3. Subject to the limitations contained herein, in the event of a claim for infringement and Company’s use of the Services is enjoined, Provider reserves the right to procure for Company the right to continue using the Services in accordance with the terms of the Agreement, substitute the infringing portion of the Services with a substantially similar software or service, or terminate the Agreement with respect to the allegedly infringing portion of the Services and refund to Company the portion of any fees paid hereunder relating to the infringing portion of the Services, prorated from the date Company’s use of the Services was enjoined.
  2. By Company. Company will defend, indemnify, hold harmless and handle at its own expense, any third party claim, proceeding or action against Provider, its affiliates, or any of its or their officers, managers, directors, employees, agents, successors, or assignees from and against all damages, costs, losses, liabilities, claims, demands, suits, actions, investigations, proceedings, causes of action, and expenses, including reasonably attorneys’ fees and court costs, as incurred arising out of or relating to any claim that Provider’s or its affiliates’ use of the Company IP or Company Information, or any portion thereof, constitutes an infringement or misappropriation of such third party’s intellectual property rights, in each case, except for claims that arise primarily from matters for which Provider is required to indemnify Company pursuant to Section 11(a) of the Agreement.
  3. Procedure. The indemnifying party (“Indemnifying Party”) will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise unless otherwise mutually agreed to in writing between the parties hereto, provided that the Indemnifying Party will not have the right to execute any agreement, document or pleading that names the indemnified Party (“Indemnified Party”) as a party, that imposes additional costs or obligations upon, or makes statements regarding, the Indemnified Party without such Party's prior written consent, which consent will not be unreasonably withheld or delayed. Each Party agrees to give the other Party prompt notice of any written threat, warning, or notice of any such claim or action that may give rise to an indemnifiable event under this Section 11, and to deliver copies of all papers served upon or received by the other Party relating to such claim or action that may be indemnified hereunder. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations herein except to the extent it can demonstrate damages attributable to such failure. The Indemnified Party will provide reasonable assistance to the Indemnifying Party (at the Indemnifying Party's expense) regarding the defense of such claim or action.

• 1. PROVIDER IS NOT LICENSED TO AND DOES NOT PROVIDE ANY SERVICES OR ADVICE RELATED TO ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS OR THE PURCHASE OR SALE OF ANY ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS. AS SUCH, THE SERVICES DO NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS OF ANY KIND. PROVIDER HAS NOT UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF ANY ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS FOR OR BY COMPANY. THE FEES ARE NOT PAID IN EXCHANGE FOR OR IN RELATION TO THE PURCHASE OR SALE OF ANY ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS FOR OR BY COMPANY OR FOR ANY TESTIMONIAL OR ENDORSEMENT OF ANY ASSETS, SECURITIES, COMMODITIES, OR INVESTMENT PRODUCTS OR OF COMPANY.
     
  2. GREAT GRAY TRUST COMPANY, LLC (“GREAT GRAY TRUST COMPANY”) DOES NOT PROVIDE TRUST FIDUCIARY OR ADMINISTRATIVE SERVICES PURSUANT TO THIS AGREEMENT. THE TRUST FIDUCIARY AND ADMINISTRATIVE BUSINESS THAT GREAT GRAY TRUST COMPANY CONDUCTS IS SEPARATE FROM AND NOT OFFERED PURSUANT TO THIS AGREEMENT.
  3. COMPANY SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES GOVERNING ITS ACTIVITIES AND USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ALL STATE AND SECURITIES AND EXCHANGE COMMISSION RULES GOVERNING INVESTMENT ADVISERS AND BROKER-DEALERS, AS APPLICABLE. TO THE EXTENT PROVIDER HAS PROVIDED COMPANY WITH ANY MODELS, REPORTS, MATERIALS, INCLUDING MARKETING MATERIALS, CHARTS, INFORMATION, ANALYSIS, DOCUMENTS, AGREEMENTS OR OTHER MATERIALS OF ANY NATURE, IT IS COMPANY’S RESPONSIBILITY TO ENSURE ANY SUCH MATERIALS ARE FULLY COMPLIANT WITH LAWS AND REGULATIONS THAT APPLY TO COMPANY’S USE THEREOF AND PROVIDER AND ITS AFFILIATES ARE NOT RESPONSIBLE THEREFOR. COMPANY ACKNOWLEDGES THAT PROVIDER DOES NOT PROVIDE AN INVESTMENT ADVISORY OR BROKERAGE SERVICE, DOES NOT PROVIDE PERSONALIZED FINANCIAL ADVICE, AND DOES NOT ACT AS A FINANCIAL OR INVESTMENT ADVISOR, AND THAT NONE OF THE SERVICES PROVIDED BY PROVIDER UNDER THE AGREEMENT OR OTHERWISE WOULD BRING PROVIDER WITHIN THE MEANING OF AN “INVESTMENT ADVISER” UNDER THE INVESTMENT COMPANY ACT OF 1940, THE INVESTMENT ADVISERS ACT OF 1940, OR WITHIN THE MEANING OF A “BROKER-DEALER” UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE SERVICES ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY AND PROVIDER DOES NOT ENDORSE ANY INVESTMENT PRODUCTS, SECURITIES, COMMODITIES, ASSETS OR THIRD-PARTY SERVICES OR SERVICE PROVIDERS. UNDER THE AGREEMENT, NEITHER PROVIDER NOR ANY OF ITS AFFILIATES IS (I) SERVING AS A FIDUCIARY (II) PROVIDING ANY LEGAL, TAX, FINANCIAL PLANNING, INVESTMENT, PROFESSIONAL OR REGULATORY ADVICE OR OPINIONS, (III) MAKING ANY RECOMMENDATIONS, OR SUITABILITY DETERMINATIONS, OR (IV) SOLICITING ANY ACTION BY OR FROM COMPANY OR ITS AFFILIATES OR THEIR RESPECTIVE CLIENTS OR PROSPECTIVE CLIENTS BASED ON THE SERVICES OR OUTPUTS PROVIDED BY PROVIDER UNDER THE RELEVANT ORDERS OR THROUGH THE SERVICES, AND THE SERVICES DO NOT INVOLVE PROVIDER OR ANY OF ITS AFFILIATES TAKING ANY OF THE FOREGOING ACTIONS. NONE OF THE INFORMATION, REPORTS, ANALYTICS AND/OR OUTPUT FROM THE SERVICES IS INTENDED TO SERVE AS THE SOLE OR PRIMARY BASIS FOR ANY INVESTMENT DECISION BY COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE CLIENTS OR PROSPECTIVE CLIENTS. THE SERVICES SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH PROFESSIONAL ACCOUNTING, TAX, LEGAL OR OTHER APPROPRIATE ADVISERS.
  4. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE FURNISHED TO COMPANY ON AN “AS IS” BASIS WITH ALL FAULTS AND DEFECTS CONTAINED THEREIN. PROVIDER, IN CONNECTION WITH PERFORMING THE SERVICES UNDER THE AGREEMENT, WILL BE RELYING UPON INFORMATION FROM INDUSTRY-SPECIFIC THIRD PARTY SOURCES AND THIRD PARTY LICENSORS. PROVIDER IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF, NOR WILL PROVIDER HAVE ANY OBLIGATION TO VERIFY THE INFORMATION, DATA OR MATERIALS PROVIDED OR MADE AVAILABLE FROM ANY SUCH SOURCE. SUBJECT TO PROVIDER’S OBLIGATIONS UNDER SECTION 9(a), PROVIDER DOES NOT ASSUME ANY LIABILITY FOR ANY INFORMATION PRESENTED IN THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES, ANY INFORMATION CONTAINED THEREIN OR OTHERWISE PROVIDED PURSUANT TO THE AGREEMENT, OR THAT THE SERVICES WILL MEET COMPANY’S REQUIREMENTS.
  5. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PROVIDER NOR ANY THIRD PARTY LICENSOR MAKES ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY, WITH RESPECT TO ANY ASPECT OF THE SERVICES (INCLUDING ANY DATA, PRODUCTS, WORK PRODUCT, SOFTWARE OR OTHER SERVICES PROVIDED AS PART THEREOF). NEITHER PROVIDER NOR ANY THIRD PARTY LICENSOR MAKES ANY WARRANTY THAT THE SERVICES WILL RESULT IN ANY REVENUE OR PROFIT. NO PARTY’S AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION AND EXCLUSION OF WARRANTIES IN THE AGREEMENT.
  6. NEITHER PROVIDER NOR ANY THIRD PARTY LICENSOR WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES. ACCORDINGLY, NEITHER PROVIDER NOR ANY THIRD PARTY LICENSOR WILL IN ANY WAY BE LIABLE TO COMPANY OR TO ANY OTHER PERSON OR ENTITY FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS OR DEFAULTS, REGARDLESS OF CAUSE, IN THE SERVICES OR IN ANY THIRD PARTY DATA, PROVIDED BY PROVIDER OR A THIRD PARTY LICENSOR IN CONJUNCTION WITH THE SERVICES. UNDER NO CIRCUMSTANCE WILL PROVIDER, ITS AFFILIATES, OR ANY THIRD PARTY LICENSOR BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY COMPANY’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. COMPANY ACKNOWLEDGES AND AGREES THAT THE OPERATION OF THE SERVICES RELIES ON THE OPERATION OF THE INTERNET, TELECOMMUNICATIONS INFRASTRUCTURE AND OTHER THIRD PARTY INFORMATION AND SERVICES AND THAT PROVIDER WILL NOT BE LIABLE FOR ANY FAILURES OF THIRD PARTY SERVICE PROVIDERS. COMPANY’S USE OF ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING THE CONTENT AND MARKETING MATERIALS, IS DONE AT COMPANY’S OWN DISCRETION AND RISK. COMPANY WILL BE SOLELY RESPONSIBLE FOR THE OUTCOME OF ANY RELIANCE UPON OR USE OF THE SERVICES AND ALL INFORMATION PROVIDED THEREIN. WITHOUT LIMITING THE FOREGOING. 

• 1. WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS AFFILIATES, RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR GOODWILL) RESULTING THEREFROM, REGARDLESS OF CAUSE, REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
  2. LIMITATION ON DIRECT DAMAGES. EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, NEITHER PARTY’S LIABILITY, WHETHER ARISING FROM CONTRACT, TORT OR OTHERWISE, SHALL EXCEED THE AMOUNT COMPANY HAS PAID OR IS PAYABLE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING 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.
     

• 1. The Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any controversy or claim arising out of or relating to the Agreement or the relationship of the parties will be conclusively settled by binding and non-appealable arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered (which will include the award of reasonable attorney’s fees to the prevailing party) may be entered in any court having jurisdiction hereof.
  2. The headings in the Agreement are for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of the Agreement.
  3. Neither Party will be liable to the other Party for any delay in performance or failure to perform caused directly or indirectly by fire, explosion, accident, flood, labor trouble, weather condition, any regulation, rule or act of any government or governmental agency, act of God, armed conflicts, civil commotion or any other cause of like character beyond the reasonable control of a Party (but excluding any act or omission by an affiliate of such Party), in each case for the duration of the relevant event. Neither Party will be entitled to claim relief under this Section 14(c) to the extent the relevant event could have been avoided or mitigated by reasonably prudent measures.
  4. Neither Party may assign, delegate or otherwise transfer the Agreement or any of its rights, remedies or obligations hereunder (including by forward or reverse merger, consolidation, dissolution or operation of law) without the prior written consent of the other Party, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign the Agreement, or any of its rights or obligations hereunder, without obtaining the other Party’s consent to (i) any affiliate or (ii) to any person in connection with any merger, acquisition, reorganization or change of control involving such Party or their affiliate or the sale of all or substantially all of a Party’s or a Party’s affiliate’s business or assets upon written notice to the other Party. The rights and obligations herein will bind the parties and their successors and assigns.
  5. The parties agree that the Uniform Computer Information Transaction Act, whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified will not apply to the Agreement and is hereby disclaimed to the fullest extent permitted under applicable law.
  6. The Agreement contains the entire understanding with respect to the subject matter hereof and no oral or prior written statements or representations not contained herein will have any force or effect. The Agreement may not be amended except as agreed upon by both parties in writing. In the event of a conflict between these Terms and an Order, these Terms will take precedence over the Order, unless the Order expressly states that it modifies any specified provisions in these Terms, in which case such modified provisions will control with respect to such Order.
  7. Provider may update or amend this Agreement periodically by providing notice to Company. Unless Provider specifies an earlier effective date, such updates will apply beginning with Company’s next Subscription Term or Order. If Provider specifies that modifications will become effective sooner and Company does not agree to the changes, Company’s sole remedy is to terminate this Agreement by notifying Provider. In this event, Provider will refund any pre-paid Fees corresponding to the unused portion of the current Subscription Term. To exercise this termination option, Company must deliver written notice of its objection to Provider within 30 days of receiving notice of the changes. Continued use of the Services after the modifications become effective will be deemed Company’s acceptance of the updated terms. Provider may require Company to click to accept the modified Agreement.
  8. Each paragraph and provision of the Agreement is severable from the Agreement and if one provision or part is declared invalid, the remaining provisions or parts will nevertheless remain in full force and effect.
  9. Solely with respect to the subject matter it addresses, the Agreement constitutes the entire and exclusive statement of the terms and conditions between Company and Provider. With the sole exception of adding Users or Services in accordance with the Agreement, any terms and conditions in a purchase order or similar document in addition to or different from the terms and conditions herein will be of no effect.
  10. The provisions of Sections 4(b) through 14 of the Agreement will survive its termination to the extent necessary for the enforcement of each Party’s rights and obligations under the Agreement.
  11. The parties acknowledge that the parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner (notwithstanding the title of the Agreement or the terminology used herein), joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.
  12. Notice under the Agreement will be considered delivered to recipient (i) on the date of receipt, if delivered by hand, overnight courier or, (ii) if sent by electronic means (email), on the date sent if sender does not receive a “failure to send” or “rejection response”, and (iii) six days after the date of mailing by sender, if mailed postage paid. Notice will be given to each Party at its physical address or email address and to the attention of the person set forth below the signature lines of the Agreement. Any such address may be changed by any Party hereto by the delivery of written notice thereof to the other Party.