Trial Contract Terms & Conditions
This SIMFUND® GLOBAL EVALUATION AGREEMENT (this “Agreement”) is entered into between you and ISS Market Intelligence, a division of Institutional Shareholder Services, Inc. (“ISSMI”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® ENTERPRISE EVALUATION AGREEMENT (this “Agreement”) is entered into between you and ISS Market Intelligence, a division of Institutional Shareholder Services, Inc. (“ISSMI”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® US EVALUATION AGREEMENT (this “Agreement”) is entered into between you and Institutional Shareholder Services, Inc. (“ISS”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® SUBADVISORY EVALUATION AGREEMENT (this “Agreement”) is entered into between you and Institutional Shareholder Services, Inc. (“ISS”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® AUSTRALIA EVALUATION AGREEMENT (this “Agreement”) is entered into between you and Institutional Shareholder Services, Inc. (“ISS”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® RESEARCH EVALUATION AGREEMENT (this “Agreement”) is entered into between you and Institutional Shareholder Services, Inc. (“ISS”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.
Trial Contract Terms & Conditions
This SIMFUND® CANADA EVALUATION AGREEMENT (this “Agreement”) is entered into between you and ISS Market Intelligence, a division of Institutional Shareholder Services, Inc. (“ISSMI”).
1. PRODUCT. The “Product” consists of the Simfund® 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 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 for the Evaluation Period or until terminated by either party in accordance herewith (the “Term”).
3. TERMINATION. The “Evaluation Period” is a period of fourteen (14) calendar days from the time this Agreement becomes effective. 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. EVALUATION 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”). You agree that under no circumstances will you engage in commercial use of the Product, including, without limitation, any data contained therein. 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, trademark or servicemark notices in the Product, in either hardcopy or electronic form; (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 ISSMI 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. , Informa Plc 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 ISSMI 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, in contract or based on any other legal theory, 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 ISS. 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 ISSMI 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 without our consent. We may assign this Agreement without your consent 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.