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Together with the White Label Receipt and/or Order Confirmation, these Terms & Conditions shall constitute the Agreement between you, the Subscriber, and Ned Davis Research, Inc. (“NDR”). This Agreement is distinct and separate from other agreements to which NDR and Subscriber might be parties.
By entering this Agreement, NDR and Subscriber are agreeing that NDR will provide to Subscriber certain “Information Services,” specifically NDR’s White Label Insights product, which is a monthly newsletter service that Subscriber can re-publish to its own clients under its own name. Subscriber’s right to access and use the Information Services are subject to these Terms & Conditions. Subscriber agrees and acknowledges that it is responsible for the content of its publications, including any that incorporate the Information Services. Subscriber agrees and acknowledges that it is responsible for its publications, their compliance with any regulatory requirements, including all required or advisable disclosures and disclaimers. Subscriber agrees and acknowledges that the Information Services represent “intellectual property” of, and are proprietary to, NDR, and that this Agreement does not transfer copyright or license to Subscriber in any way (except the license to use the Information Services as provided herein). Subscriber may use the Information Services in the normal course of its business and for purposes permitted by these Terms & Conditions, or upon prior written authorization from NDR. Subscriber may, as part of and in the ordinary course of its business, create, provide and distribute to third parties (orally, in writing, electronically or otherwise) information, reports, presentations and other publications which utilize the Information Services or information therein without the prior written consent from NDR and without payment of any additional fee, provided that appropriate references are made to the copyright of NDR on or near any graphs or charts containing NDR’s copyright. Similarly, any third party copyrights included in the Information Services must be included in Subscriber’s publication of the information in the same form and manner as received by Subscriber. All unauthorized reproduction or other use of NDR’s materials (including the Information Services) shall be deemed willful infringement(s) of NDR’s copyright and other proprietary and intellectual property rights, including rights of privacy. NDR expressly reserves all rights in connection with its intellectual property, including without limitation the right to block the transfer of its products and services and/or to track usage thereof, through electronic tracking technology, and all other lawful means, now known or hereafter devised.
NDR will begin providing Information Services to Subscriber upon payment of the subscription fee (“Subscription Fee”). NDR has chosen Stripe as its trusted online payment method. The Subscription Fee shall be paid free and clear of and without any deduction or withholding of any nature (such as sales, excise, ad value added, privilege, government charges or taxes, however designated) now or hereafter imposed by any national or local government or taxing authority. In the event of the subscriber being required by law to make any such deduction or withholding, then the subscription fee payable shall be so grossed up so that after such deduction or withholding the amount paid shall not be less than the subscription fee provided for under this Agreement. The Subscription Fee is non-refundable. NDR may increase the Subscription Fee at any time by providing Subscriber thirty (30) days advance notice. If a Subscription Fee is increased by more than 5%, Subscriber may elect to terminate this Agreement by giving notice of its intent to terminate no more than thirty (30) days after NDR notified Subscriber of the increase in the Subscription Fee.
The Information Services are provided “as is” and without warranty of any kind, either expressed or implied. NDR, any NDR affiliates or employees, or any third-party data provider, shall not have any liability for any loss sustained by anyone who has relied on the Information Services contained in any NDR publication, product, or service. NDR disclaims any and all express or implied warranties, including, but not limited to, any warranties of merchantability, suitability or fitness for a particular purpose or use. NDR’s publications reflect opinions and information as of the date of the communication and will not necessarily be updated as views or information change. All opinions are subject to change without notice. NDR or its affiliated companies or their respective shareholders, directors, officers and/or employees, may have long or short positions in the securities discussed by NDR and may purchase or sell such securities without notice. Using any graph, chart, formula or other device to assist in deciding which securities to trade or when to trade them presents many difficulties and their effectiveness has significant limitations, including that prior patterns may not repeat themselves continuously or on any particular occasion. In addition, market participants using such devices can impact the market in a way that changes the effectiveness of such devices.
Subscriber and its employees, agents and representatives will not, without NDR’s prior written consent in each instance, (i) use in Subscriber’s publications and research reports, including those based on the Information Services, or in Subscriber’s advertising, publicity or other promotional endeavors, NDR’s name or names of its affiliates, officers, employees, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by NDR or its affiliates (except that Subscriber shall include NDR’s copyright on any charts, graphs or similar materials as reflected in the original Information Services, (ii) or represent, directly or indirectly, that any product or service provided by Subscriber has been approved or endorsed by NDR, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Subscriber’s prospective customers.
This Agreement shall not be terminated by a party by reason of default or breach of the other party, unless the default or breach is material and until and unless the defaulting party has failed to cure any such material default or material breach within thirty (30) days after the defaulting party’s receipt of written notice specifying the default.
Subscriber may not assign this Agreement, any Schedule and/or any of its rights and/or obligations hereunder unless NDR provides written consent to such assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors and permitted assigns.
All notices to Subscriber shall be delivered to the name and address for Subscriber as identified by Subscriber on the Order Form.
All notices to NDR shall be delivered to:
Ned Davis Research, Inc.
600 Bird Bay Drive West
Venice, FL 34285
Telephone (US & Canada): +1 (800) 241-0621
Telephone (other): +1 (941) 412-2300
This Agreement constitutes the entire agreement and supersedes all prior representations, negotiations and understanding between the parties with respect to the subject matter hereof.
This Agreement shall be governed in all respects by the laws of Florida and the parties irrevocably submit to the exclusive jurisdiction of the courts of Florida. The parties confirm their wish that this Agreement and all documents relating hereto, including notices, be drawn up in English only.
NDR shall have no responsibility or liability for any delays or interruptions in or failures of its performance under this Agreement beyond its reasonable control, including, but not limited to, acts of God, acts of governmental authority, fire, acts of war, terrorism, flood, strikes, severe or adverse weather conditions, power failures, or communications line or network failures.
NDR has the right to amend this agreement by modifying or rescinding any of its provisions or by adding new provisions. Any amendment by NDR of this agreement will be effective thirty (30) days after NDR has notified Subscriber in writing of the change, or at a later date established by NDR, unless Subscriber provides notice (pursuant to paragraph 8) of Subscriber’s intent not to agree with the amendment. Subscriber may not amend this agreement unless NDR agrees in writing to such amendment. NDR’s failure to insist at any time on strict compliance with this Agreement or with any of the terms of the Agreement or any continued course of such conduct on its part will not constitute or be considered a waiver by Adviser of any of its rights or privileges.