These Terms of Use are a binding legal agreement between Institutional Insights, LLC ("Institutional Insights") and you. Use of the Website located at www.institutional-insights.com (the "Site") and related services is subject to the terms and conditions set forth below in these Terms of Use. Any use of the Site constitutes acceptance of these Terms of Use by you.
Section 1. Definitions
"User" is any individual, corporation, or entity that accesses the Site in whole or in part.
"Subscriber" is any User that has an account to access any of the subscription services provided by Institutional Insights on the Site.
"You" or "you" refers to the individual or entity accessing the Site and related services or otherwise accepting these Terms of Use.
Section 2. Services
Institutional Insights agrees to furnish Subscriber with access to the Site upon Subscriber's acceptance of these Terms of Use. All data is furnished at Subscriber's request and for Subscriber's exclusive use. The Site is subject to change and may be updated on either a daily, weekly or monthly basis.
Institutional Insights is engaged in the procurement, preparation, storage, processing and retrieval of information in the form of an alphanumeric electronic database referred to in these Terms of Use as the "Database."
No data or information furnished through the Site may be copied or otherwise reproduced, repackaged, redistributed, further transmitted, transferred, disseminated, sold, resold, leased, rented, licensed, sublicensed, altered, modified, or stored for subsequent use for any purpose, in whole or in part, in any form or by any means whatsoever, by Subscriber or any other person or entity without the prior written consent of Institutional Insights. In the event that Subscriber offers or otherwise makes available the Database or any data or information furnished by Institutional Insights to any third parties or to any other user, competitor or website, Institutional Insights may, among other things, immediately terminate the Subscriber's access to the Site without any refund of fees paid by such Subscriber.
Section 3. Fee-Based Service Charges
Certain features of the Site are available only through the purchase of a Site subscription (such features, the "Fee-Based Services").
(a) Subscriber agrees to pay, using a valid credit card which Institutional Insights accepts, the monthly, quarterly or annual subscription charges set forth on the Site, applicable taxes, and other charges incurred on Subscriber's account in order to access Fee-Based Services. Institutional Insights reserves the right to increase fees, surcharges, and Site subscription fees, or to institute new fees at any time, upon reasonable notice posted in advance on the Site that would take effect at the inception of the Subscriber's next renewal period. UNLESS YOU NOTIFY US THAT YOU WISH TO CANCEL THE FEE-BASED SERVICE, WE WILL AUTOMATICALLY RENEW THE FEE-BASED SERVICE ON A PERIODIC BASIS, INCLUDING ANY MONTHLY OR ANNUAL SUBSCRIPTIONS, AS LONG AS INSTITUTIONAL INSIGHTS CONTINUES TO CARRY THE FEE-BASED SERVICE. In such event, Institutional Insights will automatically charge Subscriber's account for renewal of Subscriber's Site subscription. The renewal charge will be the then current published rates for the term of Subscriber's subscription. In the event Institutional Insights cannot charge Subscriber's account, Institutional Insights reserves the right to terminate Subscriber's access to Fee-Based Services.
(b) In addition to the charges set forth above, Subscriber is responsible for all charges associated with connecting to and receiving communications from the Site, including, without limitation, all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment, mobile service provider SMS charges, and any service fees necessary to access Fee-Based Services.
(c) For purposes of identification and billing, Subscriber agrees to provide Institutional Insights with accurate, complete, and updated information ("Registration Data") required by the site subscription registration to Fee-Based Services. Subscriber may check, following subscription help instructions, to determine whether Subscriber's Registration Data is current and accurate, and, if not, to correct or update Subscriber's Registration Data. Failure to comply with this provision (including, without limitation, falsification of any Registration Data) may, at Institutional Insights's option, result in immediate suspension or termination of Subscriber's right to use Fee-Based Services.
(d) Subscriber agrees to promptly update Subscriber's Registration Data, following subscription help instructions, in the event of any known or suspected unauthorized use of Subscriber's subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Subscriber's password or credit card information. For the protection of all Subscribers and Site Users, please do not share Registration Data (including passwords, User names, and screen names) with any other person for the purpose of facilitating their access and unauthorized use of Fee-Based Services. Each Subscriber is solely responsible for all transactions initiated, messages posted, statements made, and acts or omissions that occur through the use of Subscriber's Registration Data.
Section 4. Grant of License to Subscriber
(a) In consideration for the annual or monthly service fees paid by Subscriber, during the term of Fee-Based Service, and/or for other good and valuable consideration, Institutional Insights grants Subscriber a single, non-exclusive, non-transferable, non-sublicensable, and limited personal non-commercial license to access and use the Database and to receive any data and information provided by the Fee-Based Service.
(b) For the avoidance of doubt, Subscriber shall NOT:
- Use, copy, modify or transfer any data or information provided by the Fee-Based Service, in whole or in part, including screen shots, except as provided in Section 4(a) above;
- Adapt, alter, or create derivative works based on any data or information provided by the Fee-Based Service;
- Use any data or information provided by the Fee-Based Service, on any service bureau or simultaneously on more than one (1) workstation in any interactive cable, wireless, or other network of single user computers;
- Sell, rent, lend, or lease your user name or password, or any data or information provided by the Fee-Based Service, to or from another party;
- Use the Fee-Based Service for non-personal, commercial purposes;
- Display, perform, or publish any data or information provided by the Fee-Based Service, or any portion thereof, either publicly or to a third party; or
- Obscure, alter, replace, or remove any trademarks, copyrights or other intellectual property notices on or associated with the Fee-Based Service, the Site or any Institutional Insights web sites.
Section 5. Term and Termination
(a) These Terms of Use shall commence upon first use of the Site or a Fee-Based Service by any User or Subscriber, whether access to the Site or the Fee-Based Service is provided as a trial, is paid for or otherwise. Your use of any part or portion of the Site or the Fee-Based Service, whether temporary or not, is considered acceptance of these Terms of Use in their entirety.
(b) Your subscription and service will continue until canceled or terminated as provided in these Terms of Use.
(c) IF YOU FAIL TO COMPLY WITH ANY TERM OR CONDITION OF THESE TERMS, INSTITUTIONAL INSIGHTS MAY TERMINATE YOUR LICENSE AND YOUR ACCESS TO THE SITE IMMEDIATELY AND may also pursue any and all rights and remedies that it may have in law or equity.
Section 6. Representations, Liability, and Indemnification
All information provided pursuant to these Terms of Use is obtained by Institutional Insights from sources believed to be accurate and reliable. Because of the possibility of human or mechanical error and any other factors, all information is provided "as is" without warranty of any kind. Subscriber agrees that Institutional Insights makes no representation or warranty, express or implied, to subscriber or any other person or entity as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall Institutional Insights have any liability to Subscriber or any other person or entity for (a) any loss damage or injury in whole or in part caused by, resulting from, or relating to, any claim that the information or Database is not current, complete or accurate or for any omission or error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Institutional Insights or any of its directors, officers, employees or agents, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any information, or (b) any direct, indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits even if Institutional Insights shall have been advised in advance of the possibility of such damages) caused by or relating to, the use of any information.
Notwithstanding anything herein to the contrary, Subscriber agrees to indemnify, hold harmless, reimburse and defend Institutional Insights and its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities, obligations and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for the defense of any action or threatened action) resulting from, relating to or incurred in connection with any the following: (a) Subscriber's breach of any representation or warranty in these Terms of Use; or (b) any actual or alleged infringement by Subscriber of copyrights, patents, service marks or trademarks or the misappropriation of trade secrets, or other proprietary rights, used or displayed on the Site.
IN NO EVENT SHALL INSTITUTIONAL INSIGHTS' TOTAL LIABILITY UNDER THESE TERMS OF USE EXCEED THE SUBSCRIPTION FEE PAID BY YOU FOR THE SUBSCRIPTION TERM IN WHICH THE ALLEGED EVENT CREATING LIABILITY AROSE.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDER(S) WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Section 7. Disclaimer.
(a) ALL SUBSCRIPTION SERVICE, INFORMATION, DATA, REPORTS AND CONTENT PROVIDED BY INSTITUTIONAL INSIGHTS ARE FOR INFORMATION, EDUCATION, AND ENTERTAINMENT PURPOSES ONLY. NOTHING ON INSTITUTIONAL INSIGHTS' SITE, OR PROVIDED AS PART OF THE SUBSCRIPTION SERVICE, IS A RECOMMENDATION, ADVICE, OR SOLICITATION TO BUY, SELL OR HOLD STOCKS, SECURITIES, ETFS OR OTHER INVESTMENTS OR FINANCIAL INSTRUMENTS. YOU SHOULD NOT CONSTRUE ANY DATA OR INFORMATION PROVIDED BY INSTUTITIONAL INSIGHTS AS LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE.
(b) INSTITUTIONAL INSIGHTS REPRESENTATIVES ARE NOT AUTHORIZED, TRAINED OR PERMITTED TO PROVIDE INVESTMENT OR TRADING ADVICE OR TO SOLICIT ORDERS. INSTITUTIONAL INSIGHTS IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN AS A RESULT OF ANY INVESTMENT OR TRADING INFORMATION OR ADVICE PROVIDED BY AN INSTITUTIONAL INSIGHTS REPRESENTATIVE OR EMPLOYEE AS A RESULT OF COMMUNICATIONS FROM OR TO YOU VIA EMAIL, TELEPHONE OR OTHERWISE, AND SUCH INFORMATION OR ADVICE RECEIVED BY YOU SHOULD NOT BE RELIED UPON OR CONSIDERED ACCURATE FOR ANY REASON.
(c) YOU AGREE THERE ARE RISKS INVOLVED IN IMPLEMENTING INVESTMENT STRATEGIES AND STOCK, ETF OR OTHER INVESTMENTS IN GENERAL. YOU AGREE THAT FUTURE RESULTS MAY NOT BE PROFITABLE OR EQUAL TO REPRESENTATIONS OF PAST PERFORMANCE—REAL, INDICATED OR IMPLIED. YOU ALONE ASSUME SOLE RESPONSIBILITY FOR ANY INVESTMENT DECISIONS YOU MAKE BASED ON THE SUBSCRIPTION SERVICE, OR ANY DATA, INFORMATION, PRODUCTS OR SERVICES PROVIDED BY INSTITUTIONAL INSIGHTS. INSTITUTIONAL INSIGHTS, ITS EMPLOYEES, AGENTS, OR AFFILIATES ARE NOT RESPONSIBLE FOR ANY LOSSES YOU MAY INCUR AND YOU AGREE NOT TO HOLD INSTITUTIONAL INSIGHTS LIABLE OR RESPONSIBLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON DATA OR INFORMATION MADE AVAILABLE TO YOU BY INSTITUTIONAL INSIGHTS, THE SUBSCRIPTION SERVICE, OR ANY DATA, INFORMATION, PRODUCTS OR SERVICES PROVIDED BY INSTITUTIONAL INSIGHTS, EVEN IF WE ARE SOLELY NEGLIGENT.
Section 8. Warranties, Proprietary Rights, and Subscriber Use
Subscriber warrants that it is not an investment data provider or a competitor of Institutional Insights. Subscriber agrees that it shall not distribute the data as a stand-alone service, package the data with other information in any format to any third party, or in any way use the data to prepare a competitive product. Subscriber agrees that Institutional Insights retains all proprietary rights and interests in the Institutional Insights data and Subscriber may not assert any claim of ownership or obtain any proprietary rights to the data. Subscriber further agrees not to use or permit anyone to use the data for any illegal purpose or to use the Databse in any way inconsistent with these Terms of Use.
Neither party shall use any trade name, trademark or service mark of the other or refer to the other party, its products and/or services in any advertisements, promotions, publicity releases or the like without prior written approval of the other party.
It is Subscriber's sole responsibility to purchase any equipment, services, software or hardware necessary to receive the data.
Section 9. Forum for Disputes or Claims Related to These Terms of Use.
Any dispute or claim raised by you as a User or Subscriber arising out of or relating to these Terms of Use or the subject matter hereof will be submitted only to binding arbitration on a confidential basis, conducted strictly in accordance with the terms of these Terms of Use and the substantive law of the State of Texas. The arbitration venue and all related hearings will be in Austin, Texas. The parties agree that the arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association. Unless you and Institutional Insights concur in the appointment of a single arbitrator, the matter of difference shall be referred to three (3) arbitrators appointed to hear the case pursuant to the procedures set forth in the Commercial Arbitration rules of the American Arbitration Association. The arbitrators must base their decision with respect to the difference before them on the contents of these Terms of Use, and the decision of any two of the three arbitrators shall be binding on both you and Institutional Insights. Judgment upon the award rendered by the arbitrator(s) may be entered and enforced in any court of competent jurisdiction. Neither you or Institutional Insights will be precluded hereby from seeking equitable provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, but such equitable remedies will not be sought to avoid or stay arbitration. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO FILE A LAWSUIT AGAINST INSTITUTIONAL INSIGHTS IN A COURT OF LAW. ANY DISPUTE OR CLAIM RAISED BY INSTITUTIONAL INSIGHTS HOWEVER ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SUBJECT MATTER HEREOF WILL, AT INSTITUTIONAL INSIGHTS' SOLE CHOICE AND DISCRETION, EITHER BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION 8, OR FILED AS A LAWSUIT IN THE APPROPRIATE FEDERAL OR STATE COURT. YOU HEREBY AGREE TO THIS DIFFERENCE IN THE AVAILABILITY OF AND FORUM FOR RELIEF FOR DISPUTED CLAIMS BETWEEN YOURSELF AND INSTITUTIONAL INSIGHTS, AS SET FORTH IN THIS SECTION.
Section 10. Governing Law
Institutional Insights and Subscriber agree that these Terms of Use are made and entered into in the State of Texas and shall be governed by and construed in accordance with the laws of Texas. Subscriber hereby consents to the exclusive jurisdiction of the courts of the County of Travis in the State of Texas in the event of any legal proceeding that may result from a dispute or breach of any of these Terms of Use.
Section 11. Waiver
No failure or delay by either party in exercising any right under these Terms shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any further exercise of any right under these Terms.
Section 12. Assignment
Subscriber may not assign its rights or obligations hereunder without the express written consent of Institutional Insights.
Section 13. Confidentiality
The parties mutually agree to hold in confidence the terms and conditions of these Terms of Use, as well as any proprietary information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any source or may be developed as a result of these Terms of Use. The parties further agree to restrict the disclosure of any confidential information only to the officers, directors, employees and agents who, as a result of their positions require knowledge of such information to perform their obligations.
Section 14. Due Authorization
Each party warrants and represents that it is authorized to enter into the Agreement and that there are no outstanding commitments, agreements or understandings express or implied, which may or can in any way defeat or modify the rights conveyed or obligations undertaken by it under these Terms of Use.
Section 15. Severability
If any clause or provision in the Agreement is deemed to be void or unenforceable it does not negate any other clause or provision in the Agreement.
Section 16. Entire Agreement; Modifications.
INSTITUTIIONAL INSIGHTS MAY REVISE, UPDATE, AND AMEND THESE TERMS OF USE AT ANY TIME, EFFECTIVE UPON YOUR CONSENT BY SELECTION OF "I AGREE" WHEN PRESENTED WITH A REVISED, UPDATED, OR MODIFIED VERSION OF THESE TERMS OF USE. These Terms of Use, including any future revisions, are the entire agreement and understanding between you and Institutional Insights with respect to the subject matter of these Terms of Use and supersede all prior agreements, representations, negotiations and understandings between, by and among you and Institutional Insights, whether oral or written, all of which are merged into these Terms of Use. Institutional Insights disclaims all representations other than those expressly set forth in these Terms of Use. You agree you are not relying on or accepting any representations by Institutional Insights, relating to the subject matter hereof, made outside of these Terms of Use.
Section 16. Acceptance.
By clicking "I agree" you will be signing these Terms of Use with a binding electronic signature, and you acknowledge that you have read and understood these Terms of Use, the disclaimers, the waivers of your legal rights, that you understand the responsibilities and obligations these Terms of Use place on you, and that you agree to be legally bound by all the terms and conditions of these Terms of Use.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR CONDITIONS, DO NOT USE, OR OTHERWISE ACCESS THE SUBSCRIPTION SERVICE, ANY INSTITUTIONAL INSIGHTS WEB SITE, OR ANY RELATED PRODUCTS OR SERVICES.
Revision Date: 8/12/2008
©2008 Institutional Insights, LLC