ETFBrain Terms & Conditions
Thank you for using ETFBrain. BY USING THE ETFBrain SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF ETFBrain’ ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”) AND DATA (THE “DATA”). IF YOU ARE ENTERING IN TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESES TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
As part of the Service, ETFBrain will provide you with use of the Service, including Data, a browser interface and data, transmission and access. Your use of the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the ETFBrain website incorporated by reference herein, including but not limited to ETFBrain’s privacy and security policies.
1. License Grant & Restrictions
ETFBrain hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ETFBrain and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way, except with ETFBrain’s prior written consent; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.
2. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ETFBrain immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ETFBrain immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ETFBrain user or provide false identity information to gain access to or use the Service.
3. Intellectual Property Ownership
ETFBrain alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ETFBrain Technology, the Content, the Data and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ETFBrain Technology or the Intellectual Property Rights owned by ETFBrain. The ETFBrain name, the ETFBrain logo, and the product names associated with the Service are trademarks of ETFBrain or third parties, and no right or license is granted to use them.
4. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly or annually in advance as agreed upon in an Order Form or through the Online Order Center. All subscriptions may be cancelled at any time, but the fees for past subscriptions are non-refundable. You are responsible for paying for all licenses ordered for the entire License Term, whether or not such licenses are actively used. ETFBrain reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
5. Billing and Renewal
ETFBrain charges and collects in advance for use of the Service and Data. ETFBrain will automatically renew and issue an invoice to you each month on the subsequent anniversary or as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis. ETFBrain’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ETFBrain’s income. You agree to provide ETFBrain with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ETFBrain reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
6. Non-Payment and Suspension
In addition to any other rights granted to ETFBrain herein, ETFBrain reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or ETFBrain initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ETFBrain may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. ETFBrain reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.
7. Termination upon Expiration
This Agreement commences on the Effective Date. Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at ETFBrain’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.
8. Termination for Cause
Any breach of your payment obligations or unauthorized use of the ETFBrain Technology, Service or Data will be deemed a material breach of this Agreement. ETFBrain, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, ETFBrain may terminate a free account at any time in its sole discretion.
9. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ETFBrain represents and warrants that it will provide the Service and Data in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ETFBrain help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and Data and that your billing information is correct.
10. Mutual Indemnification
You shall indemnify and hold ETFBrain, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ETFBrain (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ETFBrain of all liability and such settlement does not affect ETFBrain’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. ETFBrain shall have no indemnification obligation, and you shall indemnify ETFBrain pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service and Data with any of your products, service, hardware or business process(s).
11. Disclaimer of Warranties
ETFBrain and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. ETFBrain and its licensors do not represent or warrant that (A) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (B) the service will meet your requirements or expectations, (C) any data will be accurate or reliable, (D) the quality of any data, products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (E) errors or defects will be corrected, or (F) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable lay by ETFBrain and its licensors. ETFBrain expressly does not take any responsibility for any profitability or losses incurred in association with ETFBrain products. All the risks of using ETFBrain data are borne strictly by the data licensors.
12. Internet Delays
ETFBrain’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. ETFBrain is not responsible for any delays, delivery, failures, or other damage resulting from such problems.
13. Limitation of Liability
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the one (1) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omissions, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
14. Force Majeure
ETFBrain shall have no liability to Subscriber for any damages whatsoever arising out of or as a result of the failure by ETFBrain to provide Service, including when the failure is a direct or indirect result of any other use or circumstance beyond the reasonable control of ETFBrain (including, without limitation, acts of God, acts of public enemy, war, accidents, fires, electrical or equipment failures, strikes, postal delays, explosions or governmental orders or regulations).
15. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
16. Modification to Terms
ETFBrain reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
17. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of ETFBrain but may be assigned without your consent by ETFBrain to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ETFBrain directly or indirectly owning or controlling 50% or more of you shall entitle ETFBrain to terminate this Agreement for cause immediately upon written notice.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please contact us.