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» Research Sandbox License Agreement

Research Sandbox License Agreement

This License Agreement, together with any website terms of use posted on the website where this appears (this “Agreement“) governs your access to and use of our Research Sandbox software, tool, service and website and any related documentation, as any of the foregoing may be changed from time to time (in part or in whole, “Research Sandbox“). Research Sandbox is made available by Deep Value, Inc. (along with its affiliates from time to time, “Company” or “we” or “us” or possessives thereof). We may change this Agreement from time to time, by posting a revised Agreement. BY ACCESSING OR USING RESEARCH SANDBOX, YOU ACCEPT AND AGREE TO THIS AGREEMENT AND YOUR CONTINUED ACCESS AND USE OF RESEARCH SANDBOX, INDICATES YOUR AGREEMENT TO ANY CHANGES AND/OR AMENDMENTS TO THE AGREEMENT. If you do not agree to this Agreement or any changes and amendments thereto, you should not access or use RESEARCH SANDBOX.

1. Who You Are. For purposes of this Agreement, the term “you” and possessives thereof mean you, the individual who accesses or uses RESEARCH SANDBOX or if such person is acting for an employer, that employer.

2. License to RESEARCH SANDBOX. We hereby grant to you a royalty-free, non-exclusive, non-transferable, non-sublicenseable, right and license to access and internally and non-commercially use, copy and distribute RESEARCH SANDBOX, on the terms and subject to the conditions and limitations set forth in this Agreement.

3. Ownership. Notwithstanding anything else in this Agreement or any other agreement, we have and will continue to have exclusive ownership of (a) Research Sandbox, (b) all the content (including text, video, copy, software, trademarks, logos, etc.), code, data and materials thereon or therein, the look and feel, design and organization of Research Sandbox, the compilation of the content, code and data thereon or therein, and the processes, inventions, materials and data used by Research Sandbox (the items in this clause (b) collectively, “Research Sandbox Elements”), (and (c) all worldwide copyrights, patent rights, trademarks, rights in designs, rights in confidential information, trade secret rights and other intellectual property rights and registrations and applications for registrations (collectively, “IP”) in, to or related to any of Research Sandbox or Research Sandbox Elements.

4. Prohibited Use; Confidentiality. You will not and will not assist anyone else to (i) engage in spidering, “screen scraping,” “database scraping”, or any other automatic or unauthorized means of accessing, logging-in or registering on Research Sandbox, or obtaining lists of users or other information from or through Research Sandbox, including any information residing on any server or database connected to Research Sandbox; (ii) use Research Sandbox in any manner that could interrupt, damage, disable, overburden or impair Research Sandbox or interfere with any other party’s use and enjoyment of Research Sandbox; (iii) use Research Sandbox in violation of Company’s or any third party’s IP or other proprietary or legal rights; (iv) use Research Sandbox or any output thereof (“Output”) in violation of any applicable law; or (v) access, use, copy or distribute Research Sandbox or of any Research Sandbox Elements except as explicitly permitted by this Agreement.

5. Trademarks. DEEP VALUE and RESEARCH SANDBOX are our trademarks. You shall not use such trademarks, and you shall also refrain from registering any similar trademark or any domain name containing the words DEEP VALUE or RESEARCH SANDBOX, unless specifically authorized by us in writing in each instance.

6. Right to Control Access. We reserve the right at any time and from time to time to withdraw, make any changes to or limit access to Research Sandbox.

7. Linking to Research Sandbox. You will not link from any other web site to Research Sandbox in any manner such that Research Sandbox, or any page of Research Sandbox, is “framed,” surrounded or obfuscated by any content, materials, advertising or branding or displayed on another website.

8. Indemnification. You agree to defend, indemnify (on demand) and hold Company, its affiliates, any fund, account or other client for which we provide services and the respective directors, officers, employees, agents and licensors of any of the foregoing (collectively, the “Protected Persons”) harmless from and against any and all claims, actions, proceedings, liabilities, losses, costs and expenses, including reasonable attorneys’ fees, relating to or arising from (i) your access to or use of Research Sandbox, (ii) your use of any Output, or (iii) your breach or violation of any applicable law relating to this Agreement or Research Sandbox, or any provision of this Agreement or any representation or warranty herein. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with any such defense.

9. DISCLAIMER OF WARRANTIES AND RESULTS.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, RESEARCH SANDBOX IS PROVIDED “AS IS”, “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT RESEARCH SANDBOX OR ANY OUTPUT WILL BE TIMELY, SECURE, UNINTERRUPTED, COMPLETE, ERROR FREE OR WILL MEET ANYONE’S REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED, AND WE MAKE NO GUARANTEES OR ASSURANCES OF ANY KIND. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH RESEARCH SANDBOX SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. The above disclaimers apply to the maximum extent permitted by applicable law. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO TO THE EXTENT THAT SUCH EXCLUSION IS NOT ALLOWED THE ABOVE MAY NOT APPLY TO YOU.

FURTHERMORE, RESEARCH SANDBOX DOES NOT NECESSARILY ACCURATELY PREDICT FUTURE TRADING RESULTS OR PERFORMANCE OF ANY STRATEGY OR ALGORITHM, WHICH MAY VARY SIGNIFICANTLY FROM THE RESULTS INDICATED BY THE OUTPUT. ALL OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON RESEARCH SANDBOX CONSTITUTES OR SHOULD BE CONSTRUED AS AN OFFER OR SOLICITATION TO BUY OR SELL ANY SECURITY. ALTHOUGH RESEARCH SANDBOX MAY INCLUDE INVESTMENT-RELATED INFORMATION, NOTHING ON RESEARCH SANDBOX IS OR SHOULD BE CONSTRUED AS A RECOMMENDATION TO PURCHASE, SELL OR HOLD ANY SECURITY OR OTHER INVESTMENT, OR TO PURSUE ANY INVESTMENT STYLE OR STRATEGY. WE DO NOT GIVE ANY ADVICE OR MAKE ANY REPRESENTATIONS THROUGH RESEARCH SANDBOX AS TO WHETHER ANY STRATEGY, ALGORITHM, SECURITY OR INVESTMENT IS SUITABLE TO YOU OR WILL BE PROFITABLE. NOTHING ON RESEARCH SANDBOX IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON RESEARCH SANDBOX TO BE, INVESTMENT, ACCOUNTING, TAX, FINANCIAL, LEGAL OR OTHER ADVICE. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, FINANCIAL, TAX LEGAL OR OTHER ADVICE, YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISORS, ACCOUNTANTS OR ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.

10. LIMITATION OF LIABILITY.

IN NO EVENT WHATSOEVER SHALL WE OR ANY OF THE PROTECTED PERSONS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, EXEMPLARY OR PUNITIVE DAMAGES OR LOST BUSINESS, SALES, REVENUE, SAVINGS OR PROFIT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE), IN EACH CASE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, RESEARCH SANDBOX OR ANY OUTPUT, EVEN IF SUCH PROTECTED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE REASONABLY FORESEEABLE. In addition, in no event shall the total aggregate liability of the Protected Persons to you for all damages, losses, costs and expenses and causes of action (whether in contract or tort, including negligence or otherwise) arising from or related to this Agreement or your access to or use of, or the inability to access or use, Research Sandbox or any Output, your use of Output exceed, in the aggregate, the lesser of (X) the amount, if any, paid by you to Company for your use of Research Sandbox or (Y) US$100. THE LIMITATION OF LIABILITY SET FORTH ABOVE SURVIVES ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW. YOU AGREE THAT THE REMEDIES, DISCLAIMERS, LIMITATIONS AND INDEMNITY SET FORTH IN THIS AGREEMENT ALLOCATE THE RISKS OF RESEARCH SANDBOX AND OUTPUT BETWEEN US AND YOU AS AUTHORIZED BY APPLICABLE LAWS. THE ABSENCE OF MONETARY FEES IN THIS AGREEMENT REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

The above exclusions and limitations of liability apply to the maximum extent permitted by applicable law. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. If you are a consumer for the purposes of any applicable consumer protection legislation, certain guarantees, rights and remedies may be conferred on you which cannot be excluded, restricted or modified.

11. Research Sandbox is Accessed In the United States. We control and operate Research Sandbox from our offices in the United States of America and any access or use of Research Sandbox by you will be deemed to be at our offices in the United States. We do not represent that Research Sandbox is appropriate or available for use in other locations. Persons who choose to access Research Sandbox from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. User Codes. We may provide you with and/or you may choose digital certificate(s), unique identifiers, user name(s) and/or password(s) which may be required to access or use Research Sandbox (collectively, “User Code(s)”). You agree that (a) any such User Codes are personal to the individual to whom they are issued or chosen; (b) you will not share or disclose any such User Codes with any other person; (c) you will take all necessary actions to preserve the confidentiality of such User Codes; (d) you are responsible for ensuring that all information contained in any request for a User Code or user registration is complete, correct and up to date; (e) you are responsible for all acts, omissions and agreements that occur under any User Code; and (f) you shall notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the confidentiality of any User Code has been compromised in any way; or (iii) you learn about a possible or actual unauthorized access to and/or use of Research Sandbox.

13. Impersonation or Misrepresenting. While registering for access to Research Sandbox or accessing or using Research Sandbox, you represent and warrant that you have not and shall not: (a) impersonate any person; (b) misrepresent your identity, age, identifying or contact information or affiliation or non-affiliation with another person or entity; or (c) use any other person’s User Codes (as defined below). You further represent that at the time you register for access to Research Sandbox, you are of sufficient legal age to create the binding legal obligations, grant the rights and make the assignments set out in this Agreement.

14. Miscellaneous.

(a) Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of you and us and your and our respective successors and permitted assigns, including any successor or assign to all or substantially all of the business and/or assets of a party whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise.

(b) Severability. If any term or other provision of this Agreement, or any application thereof to any circumstances, is found to be invalid, illegal or incapable of being enforced by any rule of law, or public policy in whole or in part, such provision or application shall to that extent be severable and shall not affect the validity of the other provisions or applications of this Agreement.

(c) Entire Agreement; Survival. This Agreement, including any website terms of use posted herewith (to the extent not in conflict with any term or provision of this document) contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes and extinguishes all prior and contemporaneous agreements and understandings, oral or written, between the parties with respect to such subject matter. Each party acknowledges and agrees that, in entering into this Agreement, it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it shall have no remedy in respect of any other representation or warranty except in the case of fraud. This Agreement shall survive the termination of any agreement or your use of Research Sandbox.

(d) Use of Certain Words. As used in this Agreement, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number and the plural number, (ii) the use of any gender shall include all genders, (iii) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, and (iv) “will”, “should” and “shall” are expressions of command, not merely expressions of future intent or expectation. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

(e) Relationship of the Parties. Nothing herein shall be construed as: (i) placing the parties hereto in the relationship of joint venturers or partners or in a fiduciary relationship; or (ii) permitting either party in any manner to act on behalf of the other party, make any representations regarding the other party or its business or bind the other party to any agreement or commitment.

(f) Amendment and Modification. We reserve the right to amend or modify this Agreement at any time without your express consent. You agree to review this Agreement regularly and that your continued use of Research Sandbox following any amendment or modification of this Agreement or other terms applicable to the Web Site constitutes your acceptance thereof; if you do not agree to any change we make, you must discontinue your use of Research Sandbox.

(g) Waiver. No provision of this Agreement may be waived or discharged unless such waiver or discharge is in writing and signed by the party to be charged. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(h) Rights Cumulative. Our and your respective representations, warranties, obligations, rights and remedies herein shall be deemed cumulative, and our and your exercise of any one of our and your rights or remedies shall not preclude our and your exercise of any other right or remedy then available to it (whether hereunder, or pursuant to another written, signed contract or at law or in equity).

(i) Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts executed and to be performed entirely within such state. In respect of any claim, dispute, suit or action arising out of or relating to this Agreement, Research Sandbox, or any Output, each party hereto irrevocably waives any rights it may have to a trial by jury and submits to the non-exclusive personal and subject matter jurisdiction of any state or federal court sitting in New York, New York for the purposes of resolving any dispute relating to this Agreement, Research Sandbox or any Output.

(j) Third Party Beneficiaries. The Protected Persons are intended third party beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity other than the foregoing any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.