QUANTGO LICENCE AGREEMENT
Last Updated: March 12th 2014
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING THE CHECKBOX OR BY ACCESSING OR USING THE VIRTUAL QUANT LAB, HISTORICAL DATA, THIRD PARTY DATA OR PRODUC SERVICES YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS THE VIRTUAL QUANT LAB, DATA, THIRD PARTY DATA OR PRODUCT SERVICES. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event;”Client”, “Customer”, “You” and “Your” will refer and apply to that company or other legal entity.
A. “Virtual Quant Lab” (“VQL”) consists of a set of computer instances, software programs, interfaces, and software running on computers hosted by QuantGo’s cloud vendor or at third-party hosting facilities accessible via the Internet as described in this Agreement.
B. “Instance” or “Computer Instance” refers to a computer instance created in QuantGo’s VQL.
C. “Data” or “Historical Data” means the historical prices, market information or any other data that is delivered to a Virtual Quant Lab by a Data QuantGo, third party vendors or QuantGo’s partners.
D. “Data Partner” means a company that is providing Data for QuantGo clients to use in a VQL.
E. “Product Partner” means a company that is providing a Product for QuantGo clients to use in a VQL.
F. “Data Service” means Data from a Data Partner that is provided by QuantGo as a set of data that client can subscribe to.
G. “Third Party Data” means the prices and data that is obtained by QuantGo from third party vendors and QuantGo’s business partners.
H. “Data Owner” means a legal entity that holds ownership rights to some of the Data or Third Party Data (defined below) and is the original licensing source of such portion of the Data or Third Party Data when such portion of the Data or Third Party Data is not in the public domain.
I. “Data Exchange Format” means an electronic version of the Data or Third Party Data used for sharing the Data or Third Party Data between software applications, including but not limited to any application programming interface (API), any database access (e.g., ODBC, etc.), any network transmission format (e.g., EDI, SOAP, RSS, XML, etc.) and any data file format (e.g., XLS, CSV, etc.). QuantGo reserves the right, in its sole discretion, to determine if a particular electronic version of the Data or Third Party Data constitutes a Data Exchange Format.
J. “Subscription Plan” means all the subscription plans selected by the Client in connection with the purchase of the use of the Data Services or Product Services. QuantGo posts the available subscription plans and the specific use of the Data Services, Product Services and VQL on the Site, as they may be updated by QuantGo from time to time.
QuantGo reserves the right to modify, discontinue or terminate the Site, Data Services, Product Services, VQL and Third Party Data or to modify this Agreement, at any time and without prior notice. If QuantGo modifies this Agreement, QuantGo will post the modification on the Site or provide you with notice of the modification. QuantGo will also update the “Last Updated Date” at the top of this Agreement. By continuing to access or use the Site, Data Services, Product Services, Data and VQL after QuantGo has posted a modification on the Site or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Site, Data Services, Product Services, VQL and Third Party Data.
Paid subscribing Clients to Product Services, Data Services and VQL may request separate written Agreements which supersede these Terms to meet their specific needs.
You must register In order to access the Product Services, Data Services and VQL. During the registration process, you agree to provide accurate, current and complete information.
QuantGo provides a restricted use free demo trial for two(2)hours (the "Free Trial") of an Instance to test using the Data Services, Demo Instance and VQL. THE RESTRICTIONS OF THE FREE TRIAL ARE DETERMINED SOLELY AT THE DISCRETION OF QUANTGO AND MAY BE MODIFIED AT ANY TIME. THE FREE TRIAL IS PROVIDED ONCE. THE FREE TRIAL IS NOT PROVIDED UPON SUBSQUENT REGISTRATION BY CUSTOMER OR CUSTOMER’S AGENTS OR AFFILIATES.
LICENSES AND DATA
Data Services License.Subject to Client’s compliance with the terms and conditions of this Agreement, QuantGo grants to Client a limited, non-exclusive, non-transferable, license to access and use the Data Services solely for its business purposes. This Agreement governs Customer’s access to and use of the Data Services and the Demo Instance. Customer acknowledges and agrees that but for this Agreement, Customer would have no rights or access to the Data Services, Product Services, Data, VQL and Demo Instance.
Rights in Data License.Subject to Client’s compliance with the terms and conditions of this Agreement, QuantGo grants to Client a limited, non-exclusive, non-transferable, license to access and use the Data Services, Product Services and Third Party Data available via the VQL and Demo Instance solely for its business purposes. In addition, any Third Party Data may be subject to restrictions of use and require additional license agreements with the Data Owner.
Proprietary Rights.Subject to the limited rights expressly granted hereunder, Customer acknowledges that the Data Services, Product Services, Third Party Data, VQL, Site provided to Client hereunder are proprietary in nature and owned exclusively by QuantGo and/or the Data Owners. The Data, Third Party Data, the VQL, as well as the Developments are to be used exclusively as described herein.
Restrictions and Liabilities on the VQL Computer Instances and Demo Instance.
Client may only use and install software applications and software that Client has a legal right to use. Client is responsible for any software or use of their Computer Instance in a VQL.
Client will not attempt to access, tamper with, or use non-public areas of QuantGo’s website, computer systems, VQL infrastructure or the technical delivery systems.
Client will not attempt to probe, scan, or test the vulnerability of any of QuantGo’s systems or networks or breach any of security or authentication measures.
Restrictions on the Data and Third Party Data.
Client will not attempt to download original Third Part Data from its VQL or use, redistribute, sublicense, sell or otherwise make available any portion of the Data or Third Party Data in any format outside of the VQL.
Enforcement.Except as otherwise provided herein, Client is responsible for all activity that occurs on Client’s computer instances inside Client’s VQL.
Telecommunications and Internet Services.Client acknowledges that the use of the VQL by Client is dependent upon access to telecommunications, Internet services and QuantGo’s cloud provider and that there is no guarantee that these will always be available. Client acknowledges that failure in these is beyond QuantGo’s control.
TERM AND TERMINATION
Term. This Agreement will commence when You click “I accept” or “I agree” and shall continue until Termination. During the Term, you may also subscribe to Data Services which will automatically renew on the date of purchase (the “Start Date”) of the Subscription Plan, if any, that you select to purchase to use the VQL, Data Services or Product Services.. This Agreement shall continue from the Start Date through the initial term specified by the Subscription Plan (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew on the day following the last day of the Initial Term (“First Renewal Date”) and will automatically renew thereafter on the first day of each renewal period (“Renewal Period”) as specified by the Subscription Plan, unless either party provides to the other written or electronic notice of termination in accordance with the terms of this Agreement or you Cancel your Data Services or Product Services subscriptions via the QuantGo website.
Right to Terminate. After the Start Date, you may Terminate a Data Service or Product Service by cancelling the Service via the QuantGo website before the end of the billing period. Notwithstanding the foregoing, either party may terminate this Agreement at any time in the event that the other party breaches any material term of this Agreement and fails to remedy such breach within ten (10) business days after receipt of a written notice of any such breach, or if such breach cannot be remedied within that period of time, fails to demonstrate to the satisfaction of the non-breaching party that it is taking steps reasonably necessary to remedy the breach.
Inability to Provide Data and Third Party Data.If QuantGo ever loses the license, right or ability to provide any portion of the Data, Third Party Data, Product Service or such license or right is ever interrupted or otherwise impaired, then QuantGo agrees to notify Client of such fact if permitted to do so and Client may immediately terminate use of any portion of the Services and QuantGo will refund the prorated Subscription Fees associated with the unused portion of the Services.
Survival.The provisions of the Definitions Section and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned will survive any termination or expiration of this Agreement.
Subscription Fees.Customer will pay to QuantGo fees in connection with the VQL and subscribed Data Service(s) and Product Service(s) selected by Client (“Subscription Fees”). Subscription Fees and Term are displayed when subscribing to the Data Service or Product Service via QuantGo Client Console. Currently all monthly Subscription Fees are charged to your Credit Card approximately ten (10) days after the end of the month. Subscription Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Client shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on QuantGo’s net income.
Service Level. QUANTGO MAKES NO WARRANTY REGARDING THE OPERATION OF THE SITE, VQL, DATA SERVICES, PRODUCT SERVICES, COMPUTER INSTANCES OR ANY OTHER PART OF QUANTGO INFRASTRUCTURE.
WARRANTIES, INDENMITY, AND LIMITATION OF LIABILITY
Indemnification by Client.Client agrees to defend (or settle), indemnify and hold QuantGo, its employees, directors and officers harmless from and against any and all liabilities, losses, damages, or expenses (including court costs and reasonable attorneys fees) in connection with any third party claim that the Client’s use of any QuantGo Data Service, Product Service, Data, VQL, Computer Instance or other use infringes or misappropriates any Intellectual Property Rights of any third party, provided that QuantGo does not make any admission of Client guilt without Client’s prior written approval and provided that QuantGo gives Client (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, and (iii) all reasonably available information, assistance and authority to settle and/or defend any such claim or action.
Warranty Disclaimers.OTHER THAN SPECIFICALLY SET FORTH HEREIN, (i) THE VQL, DATA SERVICES, PRODUCT SERVICES, SITE, DATA, AND THIRD PARTY DATA ARE DELIVERED TO CLIENT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION PROVIDED, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR PERFORMANCE, (ii) QUANTGO MAKES NO WARRANTY THAT THE SITE, DATA, OR THIRD PARTY DATA WILL MEET CLIENT’S SPECIFIC OBJECTIVES OR NEEDS; (iii) QUANTGO MAKES NO WARRANTY THAT THE DEMO INSTANCE, DATA SERVICES, PRODUCT SERVICES, SITE, DATA, OR THIRD PARTY DATA WILL BE FREE FROM ERRORS OR BUGS; and (iv) QUANTGO MAKES NO WARRANTY THAT THERE WILL BE UNINTERRUPTED OPERATION OF THE VQL, COMPTUER INSTANCE(S), SITE, DATA, DATA SERVICES , PRODUCT SERVICES AND THIRD PARTY DATA.
CLIENT ACKNOWLEDGES THAT (i) ANY DATA DOWNLOADED IS DONE AT ITS OWN DISCRETION AND RISK, AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER INSTANCES OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH DATA and (ii) ANY LOSS OF DATA OR PROBLEMS CAUSED BY USE OF PRODUCT SERVICE IN VQL THAT CLIENT WILL BE SOLELY RESPONSBILE FOR AND THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QUANTGO OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
Accuracy of Data and Third Party Data.QUANTGO MAKES NO WARRANTY REGARDING THE DATA, DATA SERVICES, THIRD PARTY DATA OR ANY OTHER INFORMATION PURCHASED OR OBTAINED THROUGH QUANTGO’S SITE AND/OR THE DEMO INSTANCE AND DATA SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA, THIRD PARTY DATA OR OTHER INFORMATION OBTAINED THROUGH QUANTGO’S WEBSITE AND/OR THE DATA SERVICES, DEMO INSTANCE
Limitation of Liability.UNLESS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL QUANTGO’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR CLIENT’S ACCESS TO OR USE OF THE DATA SERVICES, PRODUCT SERVICES, VQL, DEMO INSTANCE EXCEED ONE HUNDRED (100) US DOLLARS, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. QUANTGO WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF QUANTGO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILTY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Excusable Delays.Any delay in performance of any provision of this Agreement caused by conditions beyond the reasonable control of either party will not constitute a breach of this Agreement, provided that the delaying party has taken reasonable measures to notify the affected party of the delay in writing and uses reasonable efforts to perform in accordance with this Agreement notwithstanding such conditions. The delayed party’s time for performance will be deemed extended for a period equal to the duration of the conditions beyond its control. Conditions beyond a party’s reasonable control include, but are not limited to, natural disasters, acts of government, acts of terrorism, power failures, major network failures, fires, riots, and acts of war (collectively, “Excusable Delays”).
Compliance with Laws and Policies.The parties hereby agree to abide by and comply with all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property).
Controlling Law.The parties agree the laws of the State of New York, excluding conflict of laws provisions, will govern this Agreement and all matters arising out of or related to this Agreement. The parties submit to the jurisdiction of the courts of the County of New York, State of New York. The parties expressly agree to venue in the state and federal courts located in the county of New York, State of New York and waive any objection based on personal jurisdiction.Both parties expressly waive all rights to trial by jury.
Entire Agreement and Severability.This Agreement, as amended from time to time according to its terms, shall constitute the entire agreement between Client and QuantGo respecting the Demo Instance, the Data Services, the Product Services , the Data, and the Third Party Data described herein, and shall supersede all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter. This Agreement may be amended only in a written agreement that is duly executed by authorized representatives of the parties.
Force Majeure. QuantGo and their respective affiliates shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
Waiver.No waiver by either party of any default by the other in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character.
Assignment.Neither party may assign this Agreement without prior written consent unless in connection with a merger or acquisition of either party.
Severability.If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
Relationship Between the Parties.Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
No Third-Party Beneficiaries.This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
Notice.The parties may give notice to each other via email, fax or certified mail. Notices sent to QuantGo should be directed firstname.lastname@example.org. Notices sent to Customer will be sent to Customer at the email address provided during registration to use the Demo Instance.