License Agreement
for an
This document is a License
Agreement for an IndexArb Institutional Services subscription between Enter LICENSEE Organization Here (hereafter referred to as LICENSEE) and Ergo Inc., a California
corporation that owns and publishes the www.indexarb.com website. Ergo Inc. is the Services Provider and is
hereafter referred to as Ergo.
The contact information for
LICENSEE follows:
Enter LICENSEE Primary Contact Individual here
Enter LICENSEE Street Address Line1 here (No Postal Boxes please)
Enter LICENSEE Street Address Line2 here
Enter LICENSEE City, State, and Mail Zip Code here
Enter Country, if other than the USA here
Enter Phone Area Code and Number here
The contact information for Ergo
follows:
Ergo Inc.
840 Flora Vista Drive
Santa Barbara, California 93109
805-681-7200
1.
Description of the Service and Access Procedures
The Service is defined to be the
information (including all content, data, graphics, and images) that Ergo provides in the designated Institutional Services
subscription section of its IndexArb website and other forms of communication,
including but not limited to email and regular mail.
This License
Agreement permits usage of the Service by LICENSEE’s employees, the number of
which is limited to that agreed upon with Ergo and as covered by the
subscription Rate Schedule. Each employee who uses the Services is hereafter referred to
as the USER.
The USER will be granted access to the Service after Ergo receives LICENSEE’s subscription payment (according to the then current subscription Rate Schedule) and the USER supplies his or her log-on identification and his or her password. The USER may access and use the Service from any computer that is provided by LICENSEE or is personally owned by the USER.
Payment is due in advance
(according to the then current subscription Rate Schedule). All sales tax, use tax, and other taxes
applicable to the service will be paid by LICENSEE. A copy of the current subscription Rate
Schedule is at the end of this document.
2.
LICENSEE and USER Restrictions on Use of the Service
LICENSEE agrees to ensure that each of its USERs is an employee and that each of its USERs complies with the terms of this License Agreement. LICENSEE agrees to provide Ergo with an updated USER list whenever changes occur.
LICENSEE agrees that the Service will be used solely by its licensed USER(s). LICENSEE and its USER(s) agree not to allow anyone to utilize the Service unless that individual has also subscribed to the Service and has become a USER covered by an executed License Agreement with Ergo. LICENSEE and its USER(s) agree not to allow others to use its password to access the Service. LICENSEE and its USER(s) agree that the Service, any part of the Service, and any derivative works from the Service will not be divulged, retransmitted, resold, sublicensed, or otherwise distributed to anyone. LICENSEE and its USER(s) agree not to become a competitor to the Service provided by Ergo. LICENSEE and its USER(s) shall not use or permit anyone to use the Service for any unlawful or unauthorized purpose.
3.
LICENSEE and USER Terms of Usage and Restrictions regarding
Standard & Poor’s data that are provided as part of Ergo’s Service
Ergo has executed a contract with Standard & Poor’s (hereafter referred to as S&P) that specifies and restricts how S&P data may be used by Ergo and its LICENSEEs and USERs. Ergo’s contract with S&P covers usage of the name of each licensed S&P index and the list of constituent companies that comprise each licensed index. S&P’s usage restrictions and limitation of liability are incorporated into the provisions in Paragraph 2 above and Paragraph 4 below. Additionally, for completeness and the avoidance of doubt, Ergo’s LICENSEEs and USERs must agree to the following:
§ S&P shall not have any liability for the accuracy or completeness of the information furnished through Ergo’s Service, or for delays, interruptions or omissions therein or for any lost profits, indirect, special or consequential damages.
§ S&P has exclusive proprietary rights regarding S&P index names and their composition.
§ An Ergo LICENSEE or its USER(s) shall not use or permit anyone to use S&P information provided through Ergo’s Service for any unlawful or unauthorized purpose.
§ An Ergo LICENSEE or its USER(s) is not authorized or permitted to furnish S&P’s information to any person or firm for reuse or retransmission without the prior written approval of both S&P and Ergo. Particularly, the list of the 500 companies that comprise the S&P 500 index, referred to hereafter as the S&P 500 constituent list, is the property of Standard and Poor’s and an Ergo LICENSEE or its USER(s) shall not publish, reproduce and/or otherwise redistribute the S&P 500 constituent list that is on the IndexArb website in any manner (including, but not limited to, as part of an Internet site).
4.
Warranty and Limitation of Liability
THE
SERVICE AND ALL ITS INFORMATION IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. WITH
RESPECT TO THIS INFORMATION, ERGO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THE SERVICE OR ANY PORTION
THEREOF IS UNAVAILABLE TO LICENSEE DUE TO A TOTAL OR PARTIAL MALFUNCTION,
DEFECT IN EQUIPMENT OR THE LICENSED INFORMATION, OR ANY OTHER REASON FOR WHICH
ERGO IS RESPONSIBLE, ERGO’S SOLE OBLIGATION AND LICENSEE’S SOLE AND EXCLUSIVE
REMEDY SHALL BE A PRO RATA CREDIT FOR THE PERIOD DURING WHICH THE SERVICE IS
UNAVAILABLE TO LICENSEE. LICENSEE AGREES
ERGO AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE, OR DATA EVEN IF
ERGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. LICENSEE AGREES THAT ANY AND ALL USE OF THE
INFORMATION IS AT HIS OR HER SOLE RISK, THAT LICENSEE ASSUMES ALL RISKS FROM
USING THIS INFORMATION, AND THAT, IN NO EVENT, SHALL ERGO OR ITS SUPPLIERS BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
OF ANY KIND WHATSOEVER.
NO ACTION, REGARDLESS OF FORM,
ARISING FROM OR PERTAINING TO ERGO’S SERVICES OR INFORMATION PROVIDED BY ITS
SUPPLIERS, MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER SUCH ACTION
HAS ACCRUED.
Ergo
does not represent or endorse the accuracy, reliability, or timely availability
of any of the information it provides. LICENSEE
accepts that, despite Ergo's best efforts to provide accurate information,
there might be errors in the data, methods, models, or forecasts that Ergo
presents. Further, LICENSEE agrees that
errors could be introduced by transmission through the Internet. LICENSEE agrees that Ergo will not be held
responsible for any errors or untimely availability of any of Ergo’s
information.
LICENSEE
understands and agrees that Ergo and/or its employees may make investments at
any time, including but not limited to the stocks, futures, ETFs, or options of
any of the financial instruments mentioned on the Ergo website. LICENSEE
asserts that it and its USERs are investment professionals and further agrees
that they should not be trading these instruments (namely, stocks, futures,
ETFs, or options) unless they thoroughly understand them and are prepared to
incur losses, for which they will be solely responsible.
5.
Ownership
LICENSEE
hereby acknowledges and agrees that Ergo is the owner
of all rights, title, and interest in the website www.indexarb.com
and its information, including all copyrights therein and “indexarb”
trademarks.
6.
Assignment
LICENSEE
agrees that Ergo may assign this License Agreement to another organization that
acquires the right to publish the Service.
This
License Agreement shall not be assigned or transferred by LICENSEE without the
prior written consent of Ergo, and any attempt to so assign or transfer this
License Agreement without such consent shall be null and void and constitute a
material default hereunder.
7.
Termination
LICENSEE
may terminate this License Agreement at any time by not making its next
subscription payment. After the first
month’s subscription, LICENSEE may terminate the subscription at any time by
notifying Ergo by electronic or regular mail and receive a pro-rata refund for
the unused portion of its subscription; as Ergo provides discounts for longer
term subscriptions, the used portion of a cancelled subscription will be
charged at the higher, short-term rate.
Ergo may terminate this License Agreement at any time by notifying
LICENSEE by electronic mail and refunding the unused portion of the pre-paid
subscription. The provisions of paragraphs 1, 2, 3, 4, 5, 6, 8, and 9 shall
survive the expiration or termination of this License Agreement.
8.
Entire License Agreement
This
document constitutes the entire License Agreement between LICENSEE and Ergo
relating to the subject matter hereof, and supersedes any and all other
agreements, representations, or warranties of the parties in connection with
such subject matter. This License
Agreement shall not be modified, changed, or amended except by a written
agreement signed by the parties hereto.
There are no oral or written collateral representations, agreements or
understandings.
9.
Governing Law
The
validity and effect of this License Agreement shall be governed by, construed,
and enforced in accordance with the laws of the United States and the
State of California, without regard to its conflicts
of law provisions. If any part of this
License Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, that part will be enforced to the maximum extent permitted by
law, and the remainder of this License Agreement will remain fully in force.
LICENSEE ACKNOWLEDGES THAT HE OR SHE HAS READ AND UNDERSTANDS THIS LICENSE AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN
WITNESS WHEREOF, the parties hereto have caused this License Agreement to be
executed as of the Effective Date below.
Type the name of the Authorizing
Officer or User below. Doing so constitutes
an electronic signature that legally obligates you to the terms of this
Agreement.
Electronic Signature __ Enter Name of Authorizing Officer or User Here____
Title
Enter Title of Authorizing Officer or User
Here
Effective
Date Enter Date Here
Signature
____________________________
Title ________________________________
Effective
Date ________________________
|
Total Number |
Subscription
Term |
|
|
of USERs |
Quarter |
Year |
|
1 |
$720 |
$2,500 |
|
2 |
$1,080 |
$3,750 |
|
3 - 5 |
$1,560 |
$5,500 |
|
6 - 10 |
$2,160 |
$7,750 |
|
11 - 25 |
$2,880 |
$10,750 |
|
> 25 |
$4,800 |
$18,750 |