1. License of Databases, Consulting and Software
a. Subject to the terms and conditions of this Agreement, FactSet grants to User the limited, nonexclusive, nontransferable rights to use its financial data ("FactSet Data") via this website.
b. All proprietary rights, including intellectual property rights, in the FactSet Data will remain property of FactSet.
2. Restrictions of Use; Proprietary Rights
a. FactSet provides the FactSet Data solely and exclusively for User's internal use and for business purposes only in User's business. User will not use or permit any individual or entity under its control to use the FactSet Data for any unlawful or unauthorized purpose.
b. Except as otherwise expressly provided in this Agreement, User agrees that it will not copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make any part of the FactSet Data available to others.
c. FactSet represents and User acknowledges that the FactSet Data and its component parts were developed, compiled, prepared, revised, selected and arranged by FactSet or its affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality and that they constitute valuable intellectual property and trade secrets of FactSet. User covenants to (i) retain all copyright, trademark, service mark and other proprietary notices contained in the FactSet Data on any copy made by User; and (ii) not modify the FactSet Data in a way that would constitute an infringement of any third party intellectual property rights. User will not use any trademarks, website marks, names, logos, or other identifiers of FactSet without the prior written permission of FactSet. User will not, under any circumstances, remove any trademarks, copyrights or other related visual marks and logos from the information provided or from any reproduction or redistribution of such information.
a. FactSet may, in its sole discretion, terminate User's use of the FactSet Data for any reason including: (i) breach by User of this Agreement, or (ii) conduct by User that is harmful to FactSet's business.
User will indemnify and hold harmless FactSet against all claims or demands by and liabilities to third parties, including without limitation reasonable attorney's fees, arising from or in connection with User's breach of any of its representations, warranties or covenants in this Agreement and User's use of the FactSet Data not in accordance with this Agreement.
5. Warranties and Disclaimers
a. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FACTSET DATA IS PROVIDED "AS IS" AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY COMMON LAW, STATUTE OR OTHERWISE), IN RELATION TO THE FACTSET DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, FACTSET DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND MAKES NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY OR SPEED OF DELIVERY OF THE FACTSET DATA. USER AGREES THAT THE FACTSET DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTION CONTAINED IN THE FACTSET DATA DO NOT REPRESENT THE OPINIONS OR BELIEFS OF FACTSET OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES. NEITHER LICENSOR NOR ANY OF ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES WARRANT THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE. LICENSOR, ITS SUPPLIERS AND THEIR RESPECTIVE AFFILIATES ASSUME NO LIABILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION THAT LICENSEE TAKES BASED ON THE SERVICE OR LICENSED MATERIALS.
b. None of FactSet or its respective affiliates will have any liability for any lost profits or direct, indirect, special, consequential, punitive or exemplary damages, even if advised in advance of the possibility of these types of damages.
6. Entire Agreement
This Agreement constitutes the entire Agreement between the parties and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to any subject matter covered by this Agreement.
7. Governing Law
This Agreement will be governed by, construed and enforced pursuant to the laws of the State of New York and will be subject to the exclusive jurisdiction of that state without regard to conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement will be settled by the state or federal courts located in New York, New York. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY. User may not bring a cause of action under or related to this Agreement more than one year after User knew or should have known of the cause of action, and in no case more than one year after the termination of this Agreement.