Trial Contract Terms & Conditions
This SIMFUND® Dash ONLINE EVALUATION AGREEMENT (this “Agreement”) is entered
into between you and Strategic Insight, a division of Asset International, Inc.
(“Strategic Insight”).
1. PRODUCT. The “Product” consists of the Simfund? Dash web-based
software application, together with any related modifications, supplements, documentation,
software, data or other materials that we may furnish to you in connection therewith.
2. EFFECTIVENESS. This Agreement shall only become effective if
and when we grant you our approval to use the Product (as defined below) in accordance
herewith. We may grant or withhold such approval in our sole discretion. If we elect
not to grant such approval, this Agreement shall be deemed null and void and of
no force or effect. If we elect to grant such approval, this Agreement shall become
effective from and after the date of such approval and shall continue in effect
until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. Either you or we may terminate this Agreement immediately
without cause at any time by giving written notice to the other party to that effect.
If we terminate your access to the Product, we shall be deemed to have given you
notice of termination, as aforesaid. If this Agreement is terminated, and we and
you have not entered into a definitive agreement permitting your continued licensing
of the Product in exchange for payment of licensing fees (a “Standard License”),
you shall, at our option, either return or delete and destroy all copies of the
Product, including any data in your possession and any materials containing any
data, within five (5) days of the termination date and promptly certify to us in
writing as to your compliance with the foregoing. The provisions of Sections 6-11
hereof shall survive the expiration or sooner termination hereof.
4. PURPOSE. By entering into this Agreement, you represent that
you are considering a purchase of the Product under a Standard License for business
use; provided, however, that nothing contained herein shall be deemed to require
either party hereto to enter into a Standard License or any other agreement.
5. LICENSE. We hereby grant you, and you hereby accept, a non-exclusive,
non-transferrable, non-assignable, revocable, limited license to use the Product
during the Term, subject to all of the terms and conditions contained herein, for
the sole purpose of evaluating whether you wish to enter into a Standard License
for the Product (the “Purpose”). Without limitation of the foregoing, you agree:
(i) not to use the Product (including any data therein) for commercial purposes
or for any financial analysis that will be used in your or any third party’s investment
decisions or investment management, or for any other business purpose (other than
the Purpose), (ii) not to use the Product to provide services, advice or analysis
for any third party; (iii) not to make copies of the Product or attempt to print
any reports or data from the Product; (iv) not to populate internal databases or
systems with data extracted from the Product; (v) not to remove or obscure any copyright
or trademark notices in the Product; (vi) not to modify, decompile, disassemble
or otherwise reverse engineer the Product; (vii) not to use the Product in a manner
that would violate any law, regulation or securities exchange requirement; and (viii)
not to assign, transfer, sublicense, copy, distribute, disclose, lease, time-share,
provide access to or lend the Product in whole or in part to any third party. Any
more restrictive provisions in any agreement between Lipper, Inc. and you governing
any Lipper, Inc. data contained in the Product, or any agreement between Morningstar,
Inc. and you governing Morningstar, Inc. data contained in the Product shall take
precedence over any comparable restrictions in this Section.
6. PROPRIETARY RIGHTS. This Agreement does not grant to you any
ownership interest in the Product or in any other intellectual property of Strategic
Insight or its affiliates or licensors. As between the parties, we retain all intellectual
property rights, including copyrights, in the Product. You acknowledge that the
Product is protected under applicable copyright and other intellectual property
laws. You agree to treat the Product as proprietary and not to disclose the Product,
including any data therefrom, to any third party, including any consultant, agent,
or customer, or to use the Product on behalf of any third party. You acknowledge
and agree that disclosure or use of any of our proprietary software, data, or documentation
in a manner inconsistent with this Agreement may cause us irreparable injury, which
may not be adequately compensated by money damages. Accordingly, in addition to
any other relief to which we may otherwise be entitled at law, in equity or by statute,
we may seek immediate temporary, preliminary and permanent injunctive relief with
respect to such disclosure or use.
7. NO WARRANTY. WE ARE PROVIDING THE PRODUCT FOR EVALUATION PURPOSES
ONLY, "AS IS," WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. WE EXPRESSLY DISCLAIM
ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS OR TIMELINESS, WARRANTIES THAT THE
SOFTWARE’S OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS IN
THE SOFTWARE, DATA, MANUALS, OR DELIVERY MECHANISM WILL OR CAN BE CORRECTED, WARRANTIES
OF TITLE OR NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
8. THIRD PARTY DATA. The Product may integrate information from
various sources including Morningstar, Inc., Lipper, Inc. and our own proprietary
research. You agree that our licensors whose data is included in the Product will
not be responsible or have any liability to you for defects, errors or changes in
the Product, including its accompanying software and data, nor shall they be held
responsible by you for any maintenance or support services related to the Product.
You hereby represent, warrant and covenant that use by you of data proprietary to
our licensors will be solely in accordance with the terms and conditions of this
Agreement and any applicable written agreements between you and such licensors.
9. INDEMNIFICATION. You agree to defend Strategic Insight and its
affiliates, and the officers, directors, employees, agents, content providers and
assigns of the foregoing (collectively, “Indemnified Parties”) from and against
any and all claims, actions and/or proceedings, and indemnify and hold the Indemnified
Parties harmless from and against any and all losses, liabilities, settlement amounts,
judgments, damages, costs and expenses, arising from, related to, or resulting from
your breach of any of your representations, warranties, covenants or obligations
herein.
10. LIMITATION OF LIABILITY. You acknowledge that your use of the
Product is only for evaluation purposes and that you are not paying us any fees
under this Agreement. Accordingly, we will not be liable for any direct, indirect,
incidental, special, exemplary, punitive or consequential damages, whether in tort
or in contract, or for any loss of profits or loss of goodwill under this Agreement,
even if we have been advised of the possibility of such damages.
11. MISCELLANEOUS. All section headers are granted for convenience
only and shall not be used to construe or interpret this Agreement. All references
to “you,” “your” or other variations thereof shall be deemed to refer to your company,
if you are entering into this Agreement in your capacity as a representative or
agent of such company; and you represent and warrant that you have the authority
to bind such company. All references to “we,” “our,” “us” or other variations thereof
shall be deemed to refer to Strategic Insight. All uses of the words “include,”
“including,” or other variations thereof shall be deemed to mean include or including
“without limitation.” This Agreement shall inure to the benefit of Strategic Insight
and you and any of our respective successors or assigns. You may not transfer or
assign this Agreement or any of your rights or obligations hereunder. We may assign
this Agreement at our sole discretion. This Agreement shall be governed by the laws
of the State of New York, without giving effect to principles of conflicts of law.
This is the entire agreement between you and us with respect to its subject matter,
and supersedes any prior agreements or discussions relating thereto. The provisions
of this Agreement will be deemed severable, and the unenforceability of any one
or more provisions will not affect the enforceability of any other provisions. In
addition, if any provision of this Agreement, for any reason, is declared to be
unenforceable, the parties will substitute an enforceable provision, to the maximum
extent possible under applicable law, to preserve the original intentions and economic
positions of the parties.
This SIMFUND® Canada Trial Agreement (this “Agreement”) is entered into between you and AI Financial Information Canada, Inc. (“AI”). If you wish to use this Product, as described below, you must agree to the following terms and conditions by clicking the “I Agree” button at the end of this Agreement.
1. PRODUCT. The “Product” is Simfund® Canada, comprising web-based application software, an online database of Canada-based mutual funds and associated documentation, provides direct access to over 4,000 Canadian registered portfolios (including insurance products and pooled funds). Data points include assets, flows, performance rankings and service provider level data together with any related modifications, supplements, documentation, software, data or other materials that we may furnish to you in connection therewith.
2. EFFECTIVENESS. This Agreement will become effective when you click “I Agree,” and shall continue in effect until terminated by either party in accordance with this Agreement (the “Term”).
3. TERMINATION. Either you or we may terminate this Agreement immediately without cause at any time by giving written notice to the other party to that effect. If we terminate your access to the Product, we shall be deemed to have given you notice of termination, as aforesaid. If this Agreement is terminated, and we and you have not entered into a definitive agreement permitting your continued licensing of the Product in exchange for payment of licensing fees (a “Standard License”), you shall, at our option, either return or delete and destroy all copies of the Product, including any data in your possession and any materials containing any data, within five (5) days of the termination date and promptly certify to us in writing as to your compliance with the foregoing. The provisions of Sections 6-11 hereof shall survive the expiration or sooner termination hereof.
4. PURPOSE. By entering into this Agreement, you represent that you are considering a purchase of the Product under a Standard License for business use.
5. LICENSE. We hereby grant you, and you hereby accept, a non-exclusive, non-transferrable, non-assignable, revocable, limited trial license to use the Product during the Term, subject to all of the terms and conditions contained herein, for the sole purpose of evaluating whether you wish to enter into a Standard License for the Product (the “Purpose”). Without limitation of the foregoing, you agree: (i) not to use the Product (including any data therein) for commercial purposes or for any financial analysis that will be used in your or any third party’s investment decisions or investment management, or for any other business purpose (other than the Purpose), (ii) not to use the Product to provide services, advice or analysis for any third party; (iii) not to make copies of the Product or attempt to print any reports or data from the Product; (iv) not to populate internal databases or systems with data extracted from the Product; (v) not to remove or obscure any copyright or trademark notices in the Product; (vi) not to modify, decompile, disassemble or otherwise reverse engineer the Product; (vii) not to use the Product in a manner that would violate any law, regulation or securities exchange requirement; and (viii) not to assign, transfer, sublicense, copy, distribute, disclose, lease, time-share, provide access to or lend the Product in whole or in part to any third party.
6. PROPRIETARY RIGHTS. This Agreement does not grant to you any ownership interest in the Product or in any other intellectual property of AI or its affiliates or licensors. As between the parties, we retain all intellectual property rights, including copyrights, in the Product. You acknowledge that the Product is protected under applicable copyright and other intellectual property laws. You agree to treat the Product as proprietary and not to disclose the Product, including any data therefrom, to any third party, including any consultant, agent, or customer, or to use the Product on behalf of any third party. You acknowledge and agree that disclosure or use of any of our proprietary software, data, or documentation in a manner inconsistent with this Agreement may cause us irreparable injury, which may not be adequately compensated by money damages. Accordingly, in addition to any other relief to which we may otherwise be entitled at law, in equity or by statute, we may seek immediate temporary, preliminary and permanent injunctive relief with respect to such disclosure or use.
7. NO WARRANTY. WE ARE PROVIDING THE PRODUCT FOR EVALUATION PURPOSES ONLY, "AS IS," WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS OR TIMELINESS, WARRANTIES THAT THE SOFTWARE’S OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS IN THE SOFTWARE, DATA, MANUALS, OR DELIVERY MECHANISM WILL OR CAN BE CORRECTED, WARRANTIES OF TITLE OR NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. THIRD PARTY DATA. The Product may integrate information from various third party sources and our own proprietary research. You agree that our licensors whose data is included in the Product will not be responsible or have any liability to you for defects, errors or changes in the Product, including its accompanying software and data, nor shall they be held responsible by you for any maintenance or support services related to the Product. You hereby represent, warrant and covenant that use by you of data proprietary to our licensors will be solely in accordance with the terms and conditions of this Agreement and any applicable written agreements between you and such licensors.
9. INDEMNIFICATION. You agree to defend AI and its affiliates, and the officers, directors, employees, agents, licensors and assigns of the foregoing (collectively, “Indemnified Parties”) from and against any and all claims, actions and/or proceedings, and indemnify and hold the Indemnified Parties harmless from and against any and all losses, liabilities, settlement amounts, judgments, damages, costs and expenses, arising from, related to, or resulting from your breach of any of your representations, warranties, covenants or obligations herein.
10. LIMITATION OF LIABILITY. You acknowledge that your use of the Product is only for evaluation purposes and that you are not paying us any fees under this Agreement. Accordingly, neither we nor any other Indemnified Parties will be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, whether in tort or in Agreement, or for any loss of profits or loss of goodwill under this Agreement, even if we have been advised of the possibility of such damages.
11. MISCELLANEOUS. All section headers are granted for convenience only and shall not be used to construe or interpret this Agreement. All references to “you,” “your” or other variations thereof shall be deemed to refer to your company, if you are entering into this Agreement in your capacity as a representative or agent of such company; and you represent and warrant that you have the authority to bind such company. All references to “we,” “our,” “us” or other variations thereof shall be deemed to refer to AI. All uses of the words “include,” “including,” or other variations thereof shall be deemed to mean include or including “without limitation.” All notices permitted or required under this Agreement shall be in writing and sent by reputable express courier service, hand delivery, or registered mail, or to such other person or address as a party may designate in writing pursuant hereto. We may also send you notices by email. You shall send notices to us at: iNVESTOR ECONOMiCS, a division of AI, an Asset International Company, Attention: Goshka Folda, 355 King Street West, 5th floor, Toronto, ON M5V 1J6 Canada. We shall send notices to you in accordance with the registration information that you have provide to us. This Agreement shall inure to the benefit of AI and you and any of our respective successors or assigns. You may not transfer or assign this Agreement or any of your rights or obligations hereunder. We may assign this Agreement at our sole discretion. This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the Province of Ontario, Canada (without giving effect to principles of conflicts of laws), and the parties hereby irrevocably and unconditionally attorn and submit to the exclusive jurisdiction of the courts in the Province of Ontario, Canada. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This is the entire agreement between you and us with respect to its subject matter, and supersedes any prior agreements or discussions relating thereto. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision, to the maximum extent possible under applicable law, to preserve the original intentions and economic positions of the parties.