Fundata Inc. Terms and Conditions
These terms and conditions govern the following websites owned by Fundata:
www.Fundata.com
www.FundProfiler.com
www.FundLibrary.com
(collectively, the, or this “Website”).
Please carefully read the following terms and conditions of this agreement (once accepted, the “User Agreement”) before using this Website as these terms and conditions govern your use of this Website and its content. By using this Website you agree with the terms and conditions, and furthermore are (i) representing that you have read and understand the terms and conditions of this User Agreement, (ii) representing that you have the capacity and authority to enter into this User Agreement, (iii) intending the terms and conditions of this User Agreement to be the legal equivalent of a signed, written contract, and (iv) accepting the terms and conditions of this User Agreement and agreeing to be legally bound by them. If these terms and conditions are not acceptable to you, please discontinue use of this Website.
Fundata may change the terms and conditions of this User Agreement at any time without notice to you and you are responsible for periodically reviewing the most current version on the Website. By continuing to use this Website, you are deemed to be agreeing to be bound by the then current terms and conditions.
Use of this Website
This User Agreement is effective from the time that you first access the Website. Fundata grants to you a personal, non-exclusive, non-transferable license to display on your computer, download, print and use the Content (as defined below) for your own or your individual investor client’s informational purposes and not for any commercial purpose. You agree that you will not change or delete any copyright or other proprietary notices from material that you download or print from this Website.
Except as expressly set forth in this User Agreement, you may not use, modify, copy, creative derivate works of, display, reproduce, sell, distribute, publish, mirror, data mine or otherwise use any information or material obtained from or through this Website, without Fundata's prior written consent. You may not post any Content from this Website to forums, newsgroups, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of Fundata. You agree not to use this Website for any purpose that is unlawful or prohibited by this User Agreement, including but not limited to attempting to or actually (i) disrupting, impairing or interfering with this Website, (ii) collecting any information about other users of this Website, including passwords, accounts or other information, or (iii) systematically extracting data contained on this Website to populate databases for internal or external business use.
Fundata reserves the right to seek all remedies available at law and in equity in the event of any breach of this User Agreement. Notwithstanding the generality of the foregoing, Fundata has the unrestricted right to: (i) restrict or prevent your access to this Website or the Content (or any portion thereof) at any time without notice and for any reason; or (ii) change or discontinue providing this Website or the Content (or any portion thereof) at any time without notice and for any reason. Fundata has no obligation to update this Website or to correct any errors or omissions in this Website or the Content.
If you register for a username on this Website, you agree that you are solely responsible for maintaining the confidentiality and security of that username and your password, and you are responsible for all acts and/or omissions that occur under the authority of your username. If you have reason to believe that there is any unauthorized use of your username or any other breach of security related to the site, you are required to immediately notify Fundata.
Ownership and Copyright
You acknowledge and agree that all portions of this Website, including all content, information, materials, tools, ratings, site design, text, graphics, HTML and other code or software, and the selection and arrangement of all such material (collectively “Content”), is owned by Fundata or its content providers and is protected by Canadian and international copyright and other intellectual property laws. You further acknowledge and agree that this Website contains data and information of a proprietary nature. You agree not to use this Website (including all or any part of the Content) for any purpose other than as set forth in this User Agreement. To the extent you provide any feedback to Fundata, Fundata shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of Fundata’s current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such feedback shall be deemed to be non-confidential. Further, you warrant that your feedback is not subject to any license terms that would purport to require Fundata to comply with any additional obligations with respect to any Fundata current or future products, technologies or services that incorporate any feedback.
Trade-marks
Certain names, words, titles, phrases, logos, designs, graphics, icons, and marks displayed on the Website or in the Content may constitute trade-marks or trade names of Fundata, its content providers, licensors or other third parties. Nothing in this User Agreement or on the Website shall be construed as a grant to you of a license to use any such trade-marks or trade names. All trade-marks or trade names not owned by Fundata are the property of their respective owners.
Information On This Website Is Not Advice
Information provided on this Website is to be used for information purposes only and is not intended to provide financial, tax, accounting, legal or investment advice. You should not rely on any tools, ratings or other information on this Website or act on it in any way. If you need information about a specific financial, tax, accounting, legal or investment issue, you should consult an appropriately-qualified professional adviser. The views, opinions, and advice of any third party provided on the Website reflect those of the individual authors and are not endorsed by us. Fundata does not make any recommendations regarding the advisability of investing in any particular security or securities generally. You agree that any tools, ratings, or other information made available on this Website are not recommendations and not a substitute for the exercise of independent judgement and expertise. The tools, ratings and other information contained on this Website do not take into account your personal objectives, situation or needs. Any rating contained on this Website should be weighed as only one factor in determining whether to purchase, hold or sell a security. Any investment decision that you make regardless of whether you use this Website or the Content is in your discretion and at your own risk.
Disclaimer of Warranties
THIS WEBSITE IS PROVIDED ON AN "AS IS" AND “WHERE IS” BASIS. FUNDATA DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THIS WEBSITE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, COMPLETENESS, TIMELINESS, CURRENCY AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE.
NEITHER FUNDATA NOR ITS CONTENT PROVIDERS WARRANT THE TRUTH, ACCURACY, COMPLETENESS, OR TIMELINESS OF THIS WEBSITE OR ANY OF THE CONTENT.
NEITHER FUNDATA NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS WEBSITE OR ITS CONTENT. PAST PERFORMANCE OF A MUTUAL FUND, STOCK, OR OTHER INVESTMENT VEHICLE DOES NOT GUARANTEE FUTURE PERFORMANCE.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in those jurisdictions. Notwithstanding the disclaimer of all warranties set out in this User Agreement, any warranties that by law cannot be excluded or limited and survive the foregoing disclaimer shall terminate one day from the date this Website is last used by you.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL FUNDATA OR ITS CONTENT PROVIDERS, OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING FROM, RELATING TO, OR IN CONNECTION WITH, THIS USER AGREEMENT OR THE USE OF, OR RELIANCE ON, THIS WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON THE NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS OR OMISSIONS, FAULT OR MISCONDUCT OF FUNDATA, ITS CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS OR AGENTS.
UNDER NO CIRCUMSTANCES SHALL FUNDATA, ITS AFFILIATES, ITS CONTENT PROVIDERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY OR FAILURE TO REALIZE EXPECTED SAVINGS ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT, EVEN IF FUNDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY PROVISIONS OF THIS USER AGREEMENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FUNDATA, ITS AFFILIATES, ITS CONTENT PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS AND AGENTS ARISING FROM OR RELATING TO OR IN CONNECTION WITH THIS USER AGREEMENT, THIS WEBSITE, OR THE USE OF, OR RELIANCE ON, THIS WEBSITE OR THE CONTENT, REGARDLESS OF THE BASIS OF THE CLAIM, EXCEED THE LESSER OF (A) THE FEES PAID TO FUNDATA FOR THE USE OF THIS WEBSITE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) CDN$500.
THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL SURVIVE TERMINATION OF THIS USER AGREEMENT.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply in those jurisdictions. Notwithstanding the exclusions or limitations of liability set out in this User Agreement, any liabilities that by law cannot be excluded or limited and survive the foregoing exclusions or limitations, shall terminate one day from the date this Website is last used by you.
Assumption of Risk
You use the Internet solely at your own risk and subject to all applicable local, municipal, provincial, state, federal, national, and international laws and regulations. While Fundata has used reasonable measures to create a secure and reliable website, the confidentiality and security of any communication or material transmitted to/from this Website over the Internet cannot be guaranteed. Accordingly, Fundata and its suppliers, and their respective affiliates, directors, officers, employees, licensors and agents are not responsible for the security of any information transmitted via the Internet, the accuracy, quality or accessibility of the information contained on the Website, or for the consequences of any reliance on such information. Fundata and its suppliers, and their respective affiliates, directors, officers, employees, licensors and agents shall have no liability for interruptions or omissions in Internet, network or hosting services. Any use and reliance by you on this Website and its Content are solely at your own risk.
Indemnification
You agree to indemnify, defend, and hold harmless Fundata and its content providers, and their respective affiliates, directors, officers, employees, licensors, and agents from and against any and all claims, liabilities, losses, costs, or damages of any kind (including but not limited to attorneys' fees) arising from third party claims based on or related to: (i) your use of, and reliance on, this Website and its Content; and (ii) your breach of this User Agreement. These obligations will survive this User Agreement. Without derogating from the foregoing, Fundata reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with Fundata in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining Fundata’s prior express written approval.
Third-party Websites, Links and Information
Fundata may accept advertising from third parties and receives a fee to advertise such third parties’ products and/or services on this Website. No endorsement by Fundata is intended or should be implied by the presence of such advertising on the Website.
This Website may contain hypertext links to the websites of third parties for convenience only to enable users to find related information and services. The provision of such hypertext links is not an express or implied endorsement of any linked website or an affiliation with its owner or operator. Fundata does not review, or control, the information in any linked website or the products or services described in those linked websites. Fundata cannot, and does not, warrant the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for a particular purpose of any information or data on, or products or services available through, these linked websites. Fundata disclaims any responsibility for any opinions expressed on, or content posted on or available through, such linked websites.
Access to this Website may be provided by a hypertext link located at another website. Fundata does not review, or control, any websites owned by third parties and does not endorse the products or services described in those referring websites. Fundata cannot, and does not, warrant the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for a particular purpose of any information or data on, or products or services available through, these referring websites. Such websites are governed by their own terms and conditions. Fundata disclaims any responsibility for any opinions expressed on, or content posted on or available through, such referring websites.
Viruses
Fundata cannot and does not guarantee or warrant that this Website or the websites accessed through the Website or the Content are compatible with your computer or systems or that this Website or the Content will be free of viruses, disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer or systems and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. You are responsible for the costs of any service, repairs or connections which may be necessary to your computer or systems as a result of your use of this Website or the Content.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL‑OF‑SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Personal Information
In certain circumstances, Fundata will collect, use or disclose your personal information in the course of operating the Website and providing you with the information and services that you have requested. By agreeing to this User Agreement and, where applicable, by selecting the appropriate boxes as indicated on the online registration form, you confirm that you understand and agree to the terms and conditions outlined in the Fundata Privacy Policy and that you consent to the collection, use and disclosure of your personal information as outlined in the Fundata Privacy Policy.
Confidentiality
Fundata will maintain adequate procedures to ensure the confidentiality of all account information within its possession. All your account numbers, User ID's and passwords are confidential, and you agree to safeguard and not disclose or share your User ID or password of your account and be fully responsible for your account and identification numbers and for all activities under your account number, User ID, or password. You agree to keep your account information up to date and accurate. Fundata may justifiably rely that any actions conducted through the Website and placed under your account number, User ID, or password were placed or authorized by you. You will immediately notify Fundata if any of the following shall occur: (1) the loss or theft of your account number, User ID, or password; or (2) should you become aware of any unauthorized use of your account number, User ID, or password.
Free and Premium Subscription Accounts
Fundata offers certain services on a free subscription basis and certain premium services on a paid subscription basis. You may subscribe for these services by creating your subscription account on the Website by providing correct, current and complete information, as requested, selecting the free or premium service(s) desired, and making the payment (as applicable), thereby evidencing your agreement (a) to be legally bound by this User Agreement and all applicable terms and conditions in relation to such services subscription (the “Subscription Agreement”) and (b) to the collection and use of your personal information for the purposes of establishing your subscription account. Any personal information provided by you to Fundata in connection with your subscription account is subject to Fundata’s Privacy Policy. You will be asked to create a login and password to your account, which is unique to your account, must be kept confidential and may not be shared. The online Subscription Agreement fully satisfies any requirement that it be provided to you in writing. You are solely responsible for reviewing and understanding all of the terms and conditions of the Subscription Agreement. You accept as reasonable and proper notice, for the purpose of any and all applicable laws, rules and regulations, notice by electronic means, including, but not limited to, the posting of any Subscription Agreement changes to this website. You acknowledge and agree that you are obliged to periodically review these documents on the Website for changes or modifications that may be made by Fundata from time to time. The electronically stored copy of the User Agreement and any Subscription Agreement is deemed to be the true, complete, valid, authentic and enforceable record of the applicable document, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You will not contest the admissibility or enforceability of Fundata's copy of these documents in any proceeding arising out of this User Agreement.
You may not assign or transfer your rights or delegate your duties under the User Agreement or your Subscription Agreement without the prior consent of Fundata.
Communications
By agreeing to this User Agreement, or by giving Fundata your email address, you consent to the electronic delivery by Fundata to you of all information relating to your account, new product offerings, pricing changes, and changes to your service ("Communications").Your consent further authorizes Fundata to deliver all such Communications to you by e-mail or by posting the Communication on the Website where the Communication can be read and printed. You agree that this User Agreement constitutes notice of such posting. Your consent further authorizes Fundata to deliver Communications to you by giving you an email that directs you, or includes a hyperlink, to an address on the World Wide Web or the Website where the information is posted and can be read and printed. You agree that such delivery shall be deemed effective delivery to you, whether or not you access or review the Communications. If you wish to no longer receive these Communications, you may unsubscribe or cancel your applicable account with Fundata.
Billing
If you have a written agreement with Fundata that deals with billing, cancellation, and support, such as a License Agreement (defined below) then that agreement shall govern in relation to those issues. In all other cases where use of the Website or other services are offered on a paid subscription basis, the following terms relating to billing, cancellation of access to Fundata services, and billing assistance will apply:
Payments for subscriptions to Fundata for premium services are processed via certain online payment service providers (“Online Payment Processor(s)”). Fundata may add or change the Online Payment Processor(s) in our sole discretion. The Online Payment Processor(s) enable subscribers to send payments securely online using a credit card, debit card or bank account. Fundata does not control and is not affiliated with such Online Payment Processor(s). They are independent contractors and have no employment or agency relationship with Fundata and Fundata is not responsible in any way for the actions or performance of the Online Payment Processor(s). It is your responsibility to abide by the terms specified by the Online Payment Processor(s) in their terms of use and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Online Payment Processor(s).
Fundata premium subscriptions are billed either monthly or annually in advance (at the election of the subscriber) on a nonrefundable and nontransferable basis and are due and payable on the date of subscription and either monthly or annually, as applicable, thereafter on the anniversary of the premium subscription. If payment is not received as stipulated, the subscription service may be terminated.
Fundata reserves the right at any time to change and/or increase fees for the use of its services for which you are a subscriber, regarding which you shall be notified in advance. You shall pay all fees and charges incurred through your subscription account at the rates in effect for the billing period in which such fees and charges are incurred. You shall pay all applicable taxes relating to the use of the services and to the purchase of any other services from Fundata.
Subscribers may unsubscribe online at any time, but they must unsubscribe online by 6:00 pm ET on the last business day prior to the month end in which they wish to discontinue their subscription or the subscription will automatically renew for another period with all applicable fees due and payable. An email receipt response will be sent to you confirming cancellation of your subscription.
Subscribers shall ensure all email contacts, phone numbers and billing information pertaining to their account is kept up to date on the Website or applicable Online Payment Processor(s) so that access to the Fundata subscription account is not disrupted because payments cannot be processed.
Governing Law, Dispute Resolution and Language
This User Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than Ontario. You agree that any dispute, controversy, or claim arising out of or relating to this User Agreement, including its existence, validity and termination, shall be referred to and finally determined by binding arbitration. The arbitration shall be conducted in English in Toronto, Ontario, under the Arbitration Act, 1991 (Ontario) and pursuant to the National Arbitration Rules of the ADR Institute of Canada. You agree not to assert any claim against Fundata or its content providers or any of their respective affiliates, directors, officers, employees, licensors or agents arising out of or relating to this User Agreement as a class, collective or representative action.
The parties have requested that these terms and conditions and all communications and documents relating hereto be expressed in the English language. Les parties ont exigé que cette entente ainsi que tous documents s'y rattachant soient rediges dans la langue anglaise.
Availability
THIS WEBSITE IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION. BY OFFERING THIS WEBSITE AND THE CONTENT, NO DISTRIBUTION OR SOLICITATION IS MADE BY FUNDATA TO ANY PERSON TO USE THIS WEBSITE OR THE CONTENT IN JURISDICTIONS WHERE THE PROVISION OF THIS WEBSITE OR THE CONTENT IS PROHIBITED BY LAW.
Entire Agreement
This User Agreement and the Fundata Privacy Policy together with any license agreement between you and Fundata (“License Agreements”) shall constitute the entire agreement between you and Fundata regarding the subject matter hereof, and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter. To the extent of any conflict between the License Agreement and this User Agreement, the terms of the License Agreement shall prevail.
Severability
To the maximum extent possible, each provision in this User Agreement shall be interpreted in such manner as to be valid and enforceable. If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision. If such modification is not possible or allowed, then such provision shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions in this User Agreement.
No Waiver
Failure to insist on strict performance of any of the terms and conditions of this User Agreement will not operate as a waiver of that or any subsequent default or failure of performance. No waiver of any of the provisions of this User Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall any waiver constitute a continuing waiver, unless expressly provided.
No Solicitation
The Website and the information contained herein are not intended to, and do not, constitute an offer or a solicitation of an offer for the purchase or sale of any securities.
Relationship and Binding Nature
You agree that no joint venture, partnership, employment, or agency relationship exists between yourself and Fundata as a result of this User Agreement or your use of the Website. There are no third-party beneficiaries to this User Agreement. This User Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors, and assigns.
