MetaStock and Thomson Reuters User Agreement
- XENITH (licensed from Thomson Reuters)
- Thomson Reuters Datalink (Licensed from Thomson Reuters)
- MetaStock Pro
- MetaStock R/T
- The Downloader
MetaStock User Agreement
Definitions are set out at the end of this Agreement.
BY CLICKING ON THE "Accept and continue" BUTTON, INSTALLING, COPYING OR OTHERWISE USING ANY SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "I DO NOT ACCEPT THIS AGREEMENT" BUTTON AND/OR DO NOT INSTALL ANY SERVICE.
USE OF THE SERVICE: MetaStock hereby grants you a world-wide, non-exclusive and non-transferable right to access the Service, Software and/or the Site and to view the Information subject to this Agreement and your compliance with any Documentation.
You agree that:
1. You will not use any Service in breach of this Agreement, any applicable laws, regulations or market conventions;
2. You will not transmit, undertake or encourage the following in relation to any Service:(i) give unauthorized investment advice or financial promotions;or use a false address or name, or (ii) use false details or deceive MetaStock or other Users;
3. If you are subscribing to XENITH, you must be a non-professional subscriber, which means that you are receiving the Information solely for your personal, non-business use, and are not (i) registered or qualified with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association;(ii) engaged as an investment advisor;nor (iii) employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt.
3 (a) If you are subscribing to XENITH, a non-professional is also defined as:A subscriber who is a natural person, does not operate a credit institution or financial services institution, is not subject to any domestic or foreign banking, stock exchange, securities trading or investment supervision, who will use the Information exclusively for private purposes, will not use the Information for business purposes nor distribute it to any third parties.
4. You will be responsible for obtaining and maintaining all necessary consents and licenses and for making all filings necessary to receive or use any Service.
5. When MetaStock provides a Service which is accessed using a password, account name or other identifier (collectively, “Password”), you will (i) ensure each Password is kept confidential and not shared among individuals, and (ii) notify MetaStock promptly if you become aware of any Password being used by a person not authorized by you to access that Service.
USE OF SOFTWARE:If MetaStock provides you with Software or access to Software, you may only use Software in accordance with the instructions, and in connection with the Service. You are granted a non-exclusive, non-transferable right to use any Software provided as part of any Service. Any version of Software ordered by you is hereby licensed, not sold, to you under the following conditions by MetaStock. You agree not to copy the Software except as expressly allowed by this Agreement. MetaStock reserves to itself any rights not expressly granted to you under this non-exclusive Agreement.
LIMITATIONS ON USE: This Agreement permits a single user to use any Service and/or access the Information through a single user ID and Password. Use by more than one User accessing through a single user ID is not authorized. If more than one person desires to use the Service, you must purchase an additional license for each additional user. Each Service requires a valid email address in order to access and use the Service. Any Service will not allow for more than one login (as validated by the email address) at any time and will terminate any simultaneous connections to the Service. Validation of the email address must be done through an active internet connection.
The Information may only be reproduced when downloaded and viewed by you for your individual use only. You must not reuse the Information in any other way including redistributing it. You must not allow any third party to use (a) your Security Features or (b) the Service in any manner inconsistent with this Agreement. On termination of this Agreement, your rights to use the Information and the Service cease.
You may make one copy of the Software for archive or backup purposes, provided that you reproduce and place our copyright notice and other proprietary notices on the backup copy, which copy shall also be subject to the terms of this Agreement. You may not reverse engineer, decompile, or dissemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease or lend or directly or indirectly transfer the Software to any third party.
DATA PROTECTION/PRIVACY/COMMUNICATIONS: You agree that your details may be used by MetaStock, its third party information providers and/or its licensors as set out in Privacy Notice(s) at http://metastock.com/company/legal/privacy.aspx.
PROPRIETARY RIGHTS: All intellectual property rights in any Service, Software and the Information, including without limitation copyright and database rights, shall remain the property of MetaStock or its licensors. You will not remove, conceal, use or amend any copyright, trademark or other proprietary notice incorporated in any Service or in any Software without the owner's prior written consent. You will not acquire any intellectual property rights in any Service, Software or Information and you agree to comply with notices bringing such rights to your attention and all relevant laws relating to such rights. Any infringement of the rights of MetaStock or its licensors may result in legal action.
THIRD PARTY RIGHTS: You acknowledge that third party information and software providers and licensors may have rights in the Information and/or Software which they supply and they or another member of the MetaStock group of companies may be a third party beneficiary of this Agreement (including, without limitation, any warranty, disclaimer or limitation of liability) with the right to enforce and enjoy the protection of this Agreement in their own name. MetaStock may have the right, however, to change or terminate this Agreement without the consent of such third parties. Apart from these provisions and provisions relating to Digital Signatures, a person who is not a party to this Agreement shall have no rights to enforce any of its terms.
You agree to comply with any reasonable restrictions or conditions imposed on the use and access of Information or Software imposed by the relevant third party information provider or licensor in order to protect such third party’s legitimate interests. These may be notified to you by MetaStock or by such third party. If any restriction or conditions imposed after your acceptance of this Agreement substantially reduces your ability to use the Service, you may terminate this Agreement with effect from (a) the first day of the next Billing Cycle where your Billing Cycle is monthly or (b) where your Billing Cycle is annual, thirty (30) days after MetaStock notifies you of such restriction or conditions. You may be required to enter into a separate agreement with a third-party or licensor in order to receive a Service that contains third-party content or software.
FEES AND PAYMENTS: Payment for any Service can only be made via a credit/debit card. You will be responsible for the payment of all online charges and for the communication facilities which enable you to access the Service and any other applicable VAT, sales taxes or similar taxes. MetaStock may adjust or change the basis of calculation of the Fees by giving you notice on or before the commencement of your next Billing Cycle. Such change will be effective on the first day of the next Billing Cycle. Following notice of an increase in the Fees, you may terminate your access to the Service. Termination of your access to the Service will take effect on the first day of the next Billing Cycle.
Monthly and annual subscriptions will be billed to your credit card on the first day of each Billing Cycle (monthly or annually) until the Service is cancelled. Charges for monthly and annual subscriptions are not refundable once billed. Monthly and annual subscriptions will automatically renew unless you notify us that you want to terminate your Service, by using the contact information at http://metastock.com/Company/about/Contact.aspx. Termination of your access to any Service will take effect on the first day of the next Billing Cycle. Exchange fees for receiving real-time data will only be billed monthly, and are non-refundable. Exchanges have the right to change these fees at any time. MetaStock also has the right to change the Service fees at any time.
MetaStock will use reasonable endeavors to provide reasonable notice of any change to Fees which relate to fees imposed by a third party but you agree that these may change without notice if a change is imposed on MetaStock by any such third party. MetaStock shall be entitled to charge you interest at 1% per month or the maximum allowed by law (whichever shall be the lower) on any overdue Fees.
SECURITY FEATURES: You agree to keep your Security Features confidential and secure and not to assign, share, sell, barter, transfer, compromise them or exchange them. If you learn or suspect that a Security Feature has been obtained by another person or been compromised or the security of any Service has been affected, you must promptly notify MetaStock by using "Contact Us" and/or take any appropriate security measures. You agree to cooperate with MetaStock’ reasonable security investigations. Any attempt to access any part of the Site which requires Security Features without the required Security Features and/or payment of the Fees or any attempt to tamper with Security Features is unlawful and a material breach of this Agreement and could result in criminal and/or civil penalties. MetaStock may change Security Features on notice to you for security reasons.
TERM AND TERMINATION: This Agreement will take effect from the date on which MetaStock notifies you that you are permissioned for any Service by sending to you an e-mail containing your user id. This Agreement remains in effect so long as you have a subscription to any Service or MetaStock terminates this Agreement earlier pursuant to the terms of this Agreement.
Either you or MetaStock may terminate a subscription at any time during a Billing Cycle. This notice of cancellation will be effective from the first day of the next Billing Cycle.
MetaStock may terminate or suspend your access to the Site, or a Service or any part, immediately if you are in material breach of any of this Agreement and you fail to remedy such breach (if capable of remedy) within 5 days of MetaStock requesting that you do so. Failure to make payment of the Fees when due constitutes a material breach of this Agreement. MetaStock may terminate or suspend your access to a Service if you cease to meet the published eligibility criteria or if any related Service is ended. MetaStock may without notice suspend your access to any Service, for security reasons or where it is reasonable to do so to protect its or another's legitimate interests.
FORM AND CONTENT: MetaStock retains control over the form and content of any Service. MetaStock may modify or cancel any Service or part of any Service. MetaStock shall use reasonable endeavors to give you a minimum of 30 days notice of a material modification or cancellation. However, you recognize that where the modification or cancellation is imposed by a third party information provider or a licensor, then MetaStock may be required to give you less notice of a change or modification. If MetaStock cancels or substantially modifies any Service or part of any Service, you may terminate your access to the Service with effect from (a) the first day of the next Billing Cycle where your Billing Cycle is monthly or (b) where your Billing Cycle is yearly, thirty (30) days after MetaStock notifies you of such change or modification.
NO INVESTMENT ADVICE: You agree that (a) any Service is provided for informational purposes only, (b) any investment decisions you make are solely at your own risk, (c) neither MetaStock nor any of its licensors nor third party information providers shall not be responsible or liable for any trading or investment decisions made based on information provided by the Service, (d) the Service does not recommend any securities, financial products or instruments, nor does the Service provide any investment advice or opinion regarding the nature, potential, value, suitability or profitability of any particular security, portfolio of securities, transaction, investment strategy, or financial product, and (e) the Service does not provide tax, legal or investment advice.
WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT YOUR USE OF ANY SERVICE IS AT YOUR SOLE RISK. NEITHER MetaStock, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, NOR ANY THIRD PARTY INFORMATION PROVIDERS NOR LICENSORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR HAVE 100% UPTIME NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH ANY SERVICE.
You are reminded that the Internet is publicly accessible and liable to failure and delays and therefore MetaStock cannot guarantee the arrival of messages over the internet, nor the security of MetaStock’ services that use the internet. MetaStock is not responsible for any third party software being used by you in relation to this Service where MetaStock does not itself directly provide such third party software to you. MetaStock is not liable for matters beyond its reasonable control, such as problems with telecommunications networks, computer viruses, unauthorized access or issues related to your security arrangements.
ANY SERVICE IS PROVIDED ON AN AS IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE OR AGAINST INFRINGEMENT, WARRANTIES OF TITLE OR IMPLIED WARRANTIES (BY LAW OR OTHERWISE) OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THESE TERMS, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LABOR DISPUTE, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR AN AUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, OR ACT OF GOD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
TO THE EXTENT PERMITTED BY LAWS APPLICABLE TO THESE TERMS, IN NO EVENT SHALL MetaStock OR ANY OF ITS AFFILIATES, AGENTS OR THIRD PARTY INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR:
1. ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF YOUR DATA, TRADING LOSSES, ECONOMIC LOSS OR LOST PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE UNLESS CAUSED BY MetaStock GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (IN WHICH CASE THE LIABILITY SHALL NOT EXCEED 12 MONTH’S SERVICE FEES OR IF THE SERVICE IS FREE OF CHARGE $1000 IN TOTAL FOR EACH SERIES OF CONNECTED EVENTS OR $2000 IN ANY 12 MONTHS);OR
2. ANY LOSS WHICH IS NOT REASONABLY FORESEEABLE HOWSOEVER CAUSED.
EVALUATION PERIODS: In some circumstances MetaStock may make the Service or any part available to you on an evaluation or pilot basis. In these circumstances, MetaStock specifically alerts you to the fact that outages may occur, content changes may occur and/or navigation may be discontinued. MetaStock does not guarantee that a final Service based on the evaluation Service will be released or that it will be the same or similar to the evaluation or pilot Service.
DOWNLOADS: YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR COMPUTER ENVIRONMENT IS PROPERLY PREPARED TO RECEIVE ANY DOWNLOAD OF SOFTWARE FROM THE SITE. MetaStock DOES NOT GUARANTEE THAT ANY SOFTWARE WILL PERFORM SATISFACTORILY WITH ANY HARDWARE OR SOFTWARE USED BY YOU. YOU AGREE THAT NEITHER MetaStock NOR ANY OF ITS THIRD PARTY INFORMATION PROVIDERS OR LICENSORS WILL BE RESPONSIBLE FOR ANY REDUCED PERFORMANCE OF ANY SERVICE OR LOSS (INCLUDING LOSS OF DATA) OR DAMAGE WHICH IS DUE TO YOUR ADDING TO OR ACCESSING ANY SOFTWARE DOWNLOADED FROM THE SITE IN CONJUNCTION WITH ANY SYSTEM, SOFTWARE, DATA OR EQUIPMENT.
IF YOU ARE SUBSCRIBING TO XENITH, YOU WARRANT AND REPRESENT THAT (A) IN ACCESSING AND USING ANY SERVICE YOU ARE DOING SO ONLY FOR YOUR PERSONAL, NON-COMMERCIAL USE AND WILL NOT COPY, MODIFY, ADAPT, PUBLISH, RETRANSMIT, REDISTRIBUTE, LEND, SELL, SUBLICENSE, OR OTHERWISE USE OR TRANSFER THE INFORMATION EXCEPT AS OTHERWISE PERMITTED IN THIS AGREEMENT, (B) YOU WILL NOT USE ANY INFORMATION CONTAINED IN THE SERVICE IN CONNECTION WITH ANY BUSINESS OR COMMERCIAL ENTERPRISE, INCLUDING WITHOUT LIMITATION, ANY SECURITIES, INVESTMENT, ACCOUNTING, BANKING, LEGAL OR MEDIA BUSINESS OR ENTERPRISE AND (C) THE DETAILS/INFORMATION PROVIDED BY YOU TO MetaStock OR ITS AGENTS ARE AND WILL CONTINUE TO BE ACCURATE AND YOU HAVE THE RIGHTS TO PROVIDE SUCH INFORMATION.
YOU AGREE TO INDEMNIFY MetaStock AND ITS THIRD PARTY INFORMATION PROVIDERS AND LICENSORS FOR ANY LOSSES, COSTS, CLAIMS OR EXPENSES IT OR THEY SUFFER AS A RESULT OF YOUR BREACH OF THIS AGREEMENT OR AS A RESULT OF YOUR TRADING OR YOUR OTHER ACTIVITY VIA THE SERVICE.
HYPERLINKS: You may, through hypertext or other computer "links", gain access to other sites which are not part of this Site. MetaStock assumes no responsibility or liability for any material outside of the Site which may be accessed through any such "link". The provision by MetaStock of a link to another site does not constitute an authorization by MetaStock to access materials at that site or an endorsement by MetaStock of any such material.
GOVERNING LAW AND JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE OF UTAH. BOTH PARTIES CONSENT TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF UTAH, AND OF ANY COURT TO WHICH AN APPEAL THEREFROM MAY BE TAKEN.
EXPORT AND COMPLIANCE WITH LAWS: You agree to fully comply with all applicable laws and export regulations. Permanent or temporary residents of the following embargoed countries are not entitled to register for or access the Service:Afghanistan;Cuba;Iran;Iraq;Libya;North Korea;Sudan and Syria. MetaStock may terminate this Agreement with immediate effect if you breach these provisions.
GENERAL: (a) To the extent permitted by applicable laws, this Agreement, the Documentation and any statements in respect of test or evaluation periods represent the final, entire and exclusive agreement between you and MetaStock relating to any Service and supersede all other prior agreements or understandings relating to any Service. (b) Delay or failure by either party in enforcing this Agreement at any time will not constitute a waiver by that party of its rights or remedies. (c) MetaStock may modify any of the terms of this Agreement at any time by notifying you of any changes by email. Any such changes will be effective from 24 hours after emailing by MetaStock. You may terminate this Agreement by notice to MetaStock if the modification results in a substantial change to your ability to use any Service with effect from (i) the first day of the next Billing Cycle where your Billing Cycle is monthly or (ii) where your Billing Cycle is annual, thirty (30) days after MetaStock notifies you of such modification. (d) If any part of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remainder will not be affected. (e) You may not assign any of your rights and obligations under this Agreement or any part of it and any assignment made by you shall be ineffective. You agree that MetaStock may assign any or all of its rights and obligations to any member of the MetaStock group of companies. (f) Any e-mail which MetaStock sends you in respect of the Service shall be deemed effective within 24 hours.
SUPPORT: MetaStock provides certain information and support in respect of any Service as detailed in at www.metastock.com.
Billing Cycle means each monthly or annual period commencing on the date MetaStock accepts your registration details and sends you an email containing your user id and password.
Documentation means any specific rules, code of conduct, Rule Books, Certificate Policies or Certificate Practice Statements or similar documentation MetaStock issues in relation to the Service.
Fees means the fees charged by MetaStock from time to time for the supply of the Service.
Information means all and any information and other content, whether static or changing, which is provided by MetaStock (or its third party information providers or licensors) as part of any Service.
MetaStock means Innovative Market Analysis, LLC (dba MetaStock) or any successor, located at 4548 South Atherton Drive, Suite 200, Salt Lake City, UT 84123, USA.
Order Confirmation means the details of any order for a Service placed by you through the Site or through any other means made available by MetaStock.
Site means the website through which you access the service and accompanying pages.
Service means any of the following services which the User has subscribed to:XENITH, Thomson Reuters Datalink, MetaStock, MetaStock Pro, or MetaStock R/T, including any Software, Documentation and/or Information and any Security Features included in such Service.
Security Features means any passwords, PIN key, smartcard, physical token or similar or related data or feature.
Software means any software provided as part of or in connection with a Service.
Users means users of any Services.
Thomson Reuters Terms and Conditions
VENDOR OF RECORD TERMS AND CONDITIONS
1.1 By clicking "Agree and continue" below, each party agrees that it has read this agreement (“Agreement”) and will be bound by it from the date first agreed (“Effective Date”). Capitalized terms used herein and not defined will have the meaning set forth in the MetaStock User Agreement by and between Supplier and Client.
1.2 Client is receiving from MetaStock (“Supplier”) Thomson Reuters (“TR”) sourced information (“Information”) with TR as the vendor of record. Except as set forth herein, under no circumstances will TR nor any Third Party Providers be liable to Client for any loss, damage or cost (“Damages”) with respect to the delivery or provision of the Information to Client. Client acknowledges that, without limiting any of Supplier’s or TR’s or such Third Party Providers’ rights or remedies, Client may lose access to the Information if (a) Supplier no longer has the right to distribute the Information, or (b) TR informs Supplier that Client has breached this Agreement.
2.1 For as long as Client is permitted to access the Information, the Client may use and modify the Information, in the ordinary course of Client’s business, subject to any other restrictions imposed by the Supplier or TR. Client shall not be authorized to distribute internally or redistribute externally the Information to any other party. Usage of data must be limited to the authorized Client and other systems that are authorized for use by the Supplier or TR.
2.2 TR grants Client a limited, non-exclusive, non-transferable right to use Reuters Instrument Codes (“RICS”) solely for the purpose of accessing and identifying TR sourced Information.
2.3 When Client is no longer permitted to access the Information, all Information and RICs must be deleted, except to the extent required by any applicable laws or regulations.
3.1 Security features to protect access to the Information such as passwords, smartcards, or similar devices may not be shared. If Client learns or suspects that any security feature was revealed to or obtained by any unauthorized person, or if an individual ceases to be a User, Client must promptly notify TR. TR may change security features for security reasons.
3.2 Client must take appropriate measures to secure its computing environments. Client agrees to cooperate with TR’s reasonable security investigations, and to promptly notify TR whenever Client learns or suspects that the security of the Information was or might be affected.
4. CLIENT OBLIGATIONS
4.1 Client agrees that:(a) it will use the Information in accordance with applicable law and the terms of this Agreement and the MetaStock User Agreement;(b) it is using the Information at its own risk and that the Information does not constitute a recommendation to buy or sell securities of any kind, and that neither TR nor any Third Party Provider have undertaken any liability or obligation relating to the purchase or sale of securities for or by Client or its Users.
4.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, TR AND EACH THIRD PARTY PROVIDER ARE PROVIDING THE INFORMATION “AS IS” AND DO NOT MAKE ANY WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
5. INTELLECTUAL PROPERTY
5.1 Subject to clause 5.2, the Information, including RICs, are the valuable intellectual property of TR, its affiliates and their successors and assigns (“TR Group”) or TR’s Third Party Providers. Client may not use the TR name, any derivative thereof or trademarks without TR’s prior written consent. Client will not remove or conceal any proprietary notice incorporated in the Information.
5.2 From time to time, Client may be required, as a condition of access or continued access to Information that TR receives from third parties (“Third Party Provider”), to comply with the terms required by a relevant Third Party Provider. Those terms shall be legally binding on Client. TR may provide Third Party Provider restrictions at www.thomsonreuters.com/3ptyterms. Some restrictions may be supplied to Client within the Information or directly by the Third Party Provider or by MetaStock. TR does not warrant that the restrictions on the website or in the Information are accurate or complete. Third Party Providers may also have the right to require that TR terminate Client’s access to such Information.
6.1 Each party’s aggregate liability to the other in any calendar year for Damages (arising out of negligence or otherwise) in connection with this Agreement shall not exceed $1,000. This limit on liability does not apply to a party’s indemnification obligations.
6.2 Neither TR, any member of the TR Group nor any Third Party Provider shall be liable for any Damages (arising out of negligence or otherwise) resulting from:(a) Client’s decisions regarding the installation and support of the Information;(b) any actions taken in reliance on the Information by Client or individuals accessing Information through Client;or (c) any error, interruption or delay in any Information.
6.3 UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, LOSS OF DATA OR LOST PROFITS, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
6.4 Neither party shall be liable for any loss or failure to perform its obligations under this Agreement due to circumstances of force majeure. If such circumstances continue for more than 3 months, either party may cancel any affected Information immediately upon notice to the other party.
6.5 Nothing herein shall be understood to limit any liability that cannot be limited under law.
7.1 Client will indemnify TR against any Damage which TR incurs in relation to or as a result of any (a) third party accessing any part of the Information through or by means of Client;(b) modification of all or part of the Information by Client;(c) use of all or part of the Information by Client after TR has notified Client that it should not be used;or (d) Client’s breach of TR’s or its Third Party Providers’ intellectual property rights in the Information.
8.1 Neither party may transfer any right or obligation under this Agreement without the prior written consent of the other party. This consent may not be unreasonably withheld or delayed. However, TR may assign this Agreement or any rights granted hereunder, in whole or part, either to members of the TR Group or in connection with its reorganization, the sale of a division, product or service of TR or any other business transaction of a similar nature, in each case without the prior consent of Client.
8.2 This Agreement will be governed by and construed in accordance with the laws of the State of New York. Both parties consent to the non- exclusive jurisdiction of any state or federal court sitting in the State of New York, and of any court to which an appeal therefrom may be taken. Each party hereby irrevocably waives the right to a trial by jury in any action or proceeding arising out of this Agreement.
8.3 If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of this Agreement.
8.4 If either party delays or fails to exercise any right or remedy under this Agreement, that party will not have waived that right or remedy or any other right or remedy on any other occasion.
8.5 Clauses 4.1, 4.2, 5, 6, 7 and 8 shall be applicable to Third Party Providers to the same extent as TR, and TR may exercise such rights on behalf of such Third Party Providers.
8.6 TR and each Third Party Provider have the right, by itself and/or through its agents and/or representatives, during normal business hours, to audit Client to verify Client’s compliance with the Agreement provided TR gives Client at least 5 business days’ advance notice of its intention to audit. Client will pay the costs of such audit and any applicable charges if the audit reveals that Client has not been in compliance with the Agreement. During the verification, TR the Third Party Providers and their respective agents will comply with Client’s reasonable requirements relating to security, health and safety and confidentiality.
8.7 The following clauses shall survive termination or in the event Client is no longer permitted to access the Information:4, 5, 6, 7, and 8.
8.8 This Agreement contains the parties’ entire understanding regarding its subject matter and supersedes all agreements, proposals and other representations, statements, negotiations and undertakings in each case, verbal or written, relating to such subject matter.
8.9 Except as otherwise permitted herein, this Agreement may be varied only by a written amendment signed by both parties.
If you have any questions, please contact MetaStock:
4548 South Atherton Drive, Suite 200
Salt Lake City, UT 84123
+1 (801) 506-1000
By clicking “Accept and continue” you acknowledge that you have read and understand the above agreement and consent to the terms and conditions outlined above. The time and date of your signature and acceptance will be logged into our systems. If you do not accept these terms and conditions please choose the “ I do not accept this agreement”.