Zacks Investment Research Inc.
Terms & Conditions
Zacks Investment Research Inc. (hereinafter referred to as "Zacks") grants & license accepts a personal, nonexclusive, nontransferable license to use Zacks software programs and Zacks databases, subject to terms & conditions set forth herein
I. USE OF LICENSED PROGRAMS AND DATABASES A. Unless otherwise indicated, Licensee may use Licensed Programs and Databases on one (1) computer system only, physically located at one site. B. Licensee may make & retain no more than one (1) copy of the Licensed Programs and/or Databases, solely for meeting Licensee's internal security routine operation and back up requirements. Copyright notice, as set forth in Paragraph II herein, shall be provided on the container and media for any copy made by Licensee. Licensee agrees to maintain appropriate records of the location of such copy. C. Licensee may not copy the printed materials or any other copyrighted material furnished with the Licensed Program. Additional copies of these materials are available from Zacks.
II. PERIODIC RETURN OF USED MEDIA Notwithstanding Licensee's right to make and retain one (1) copy of the Licensed Programs and/or Databases, as set forth in Paragraph 1, upon request of Zacks, Licensee shall, at its own expense, return to Zacks all used tapes, disks, and/or other media upon which the licensed Programs and/or databases were provided.
III. PROTECTION OF PROPRIETARY INFORMATION The obligations of this Clause shall survive the expiration or termination of this Agreement for a period of five (5) years thereafter. A. Licensee recognizes the proprietary nature of the Licensed Programs and Databases and agrees to preserve and protect Zacks interests therein. All information relating to the Licensed Programs provided to Licensee or those claiming under it shall be retained in highest confidence & shall not be used or disclosed except as set forth herein.
B. Licensee agrees not to disclose, publish, sell, release, transfer, disseminate, or otherwise make available the Licensed Programs or Databases, or derivations from such databases, in any form or format, to any person other than Licensee's employees without prior written consent from Zacks. Licensee also agrees that the Licensed Programs and Databases are the property of and proprietary to Zacks and further agrees to protect the Licensed Programs and Databases, or any part thereof, from unauthorized disclosure by its agents, employees or customers.
IV. ACCOMPANYING DATA Zacks attempts to use reasonable care in the preparation of its programs and databases (including the Zacks Historical Earnings Estimate Index), but neither Zacks nor any Data Supplier warrants, represents or guarantees the accuracy or timeliness thereof, and neither Zacks nor the Data Supplier shall be liable to Licensee or any other party for any inaccuracy in or untimeliness of the information contained therein. Neither Zacks nor Data Supplier shall be liable to Licensee or any other party for damages, whether direct or indirect, ordinary, special, incidental or consequential, nor for loss of profits, arising out of our in connection with any use of the Database.
V. TERMINATION A. In the event Licensee shall fail to keep, observe, or perform any covenant or condition as set forth herein, or if Licensee shall cease to function as a going concern, Zacks may, at its option terminate this Agreement on seven (7) days written notice to Licensee. B. Upon termination, all rights & obligations of the parties shall cease, except that Licensee shall not be relieved of: (1) its obligation to pay any money due, or to become due, as of or after the date of termination; (2) the obligations of confidentiality and non-disclosure, and (#) any other obligations set forth in this Agreement which are to continue or take effect after the date of termination. Furthermore, termination is without prejudice to the enforcement of any undischarged obligations existing at the date of termination. Licensee's obligations to protect Licensor's proprietary information shall survive after the date of termination.
VI. POST-TERMINATION Within thirty (30) days after Termination or expiration of this Agreement, Licensee either (1) shall return to Zacks all copies of the Licensed Programs, databases, MS/DOS or OS/2 files related to the EASY DBMS structure (all files provided by Zacks under this Agreement, plus all incidental files generated by the interaction between the EASY DBMS and MS/DOS, OS/2, or any other operating system), and manuals, or (2) shall destroy the original and all copies of the Licensed Programs, databases, MS/DOS, OS/2, or other operations systems files related to the EASY DBMS and any materials relating thereto from Zacks or made in connection with the license granted herein, whether such copies are of the whole or a part, in any form, including partial copies and program modifications, and shall furnish to Zacks a certificate in form and substance satisfactory to Zacks certifying the destruction of said materials enumerated herein. With the prior express written consent of Zacks, License may retain one copy of the Licensed Programs for archive purposes only.
VII. WARRANTY Zacks warrants that the Licensed Programs shall be free of material defects and conform to current Zacks specifications for a period of thirty (30) days from the date of delivery to Licensee. Zacks’ sole obligation, and Licensee's sole remedy, shall be for Zacks to exert its best efforts to correct such defects and to supply Licensee with a corrected version within a reasonable time after Licensee notifies Zacks in writing of any defect. Licensee agrees to pay reasonable media, freight and handling charges for such corrections. This warranty does not cover any such modifications, changes or alterations of the Licensed Programs unless made by Zacks, or any defects caused by or otherwise related to any such modifications, changes or alterations. Licensee agrees that Zacks liability for damages including but not limited to contract, negligence, strict liability in tort, warranty or patent or copyright infringement, shall not exceed any amounts paid by licensee for the Licensed Programs involved. Licensee agrees that Zacks does not warrant or represent that the programs or databases licensed hereunder are free of any claim by way of infringement or the like of any third person.
VIII. LIMITATION OF LIABILITY THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE HEREBY EXPRESSLY WAIVES ANY AND ALL DRAFTS, CLAIMS, DAMAGES, ACTION AND CAUSES OF ACTIONS FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR COMPENSATORY DAMAGES. Zacks neither assumes nor authorizes Licensee or any other person to assume for Zacks any other warranty. In no event shall Zacks be liable to Licensee or others for any lost profits, incidental, special or consequential damages including damages due to delay in delivery or installation of the Licensed Programs, or due to errors or untimeliness of data in databases, even if Zacks has been informed of the possibilities for said damages. Zacks’ liability shall be limited to the sums received by Zacks for Licensee pursuant to this Agreement.
IX. ARBITRATION AGREEMENT Any and all claims arising from or relating to the use of this website and/or any good or service offered or provided by us to you shall be subject to binding arbitration under the Federal Arbitration Act ("FAA"). This includes claims based on contract, tort, equity, statute, or otherwise, as well as claims regarding the scope and enforceability of this provision. It includes all claims by or against you, us, and/or any affiliated person, company, and/or agent. A single Arbitrator shall decide all claims and shall render a final, written decision. You may choose the American Arbitration Association ("AAA"), Judicial Arbitration and Mediation Service ("JAMS"), or other similar arbitration service provider acceptable to us to administer the arbitration. Consistent with the FAA, the appropriate AAA rules, JAMS rules, or other service provider rules shall apply, as determined by the Arbitrator. For AAA and JAMS, these rules are found at www.adr.org and www.jamsadr.com. Each party to the arbitration shall pay his, her, or its own costs of arbitration. If you cannot afford your arbitration costs, you may apply for a waiver under the relevant rules.
You and us waive any right to bring representative claims on behalf of a class of individuals, on behalf of the public, as a private attorney general, or otherwise (the "class action waiver"). Except for this class action waiver, this clause may be severed or modified if necessary to render it enforceable under the FAA. The agreements and waivers contained in this section shall apply retroactively to any and all claims and causes of action that arise or arose at any time.
X. ASSIGNMENT Licensee may not assign, sublicense, sell, lease, transfer, distribute or otherwise make available to any third party any or all of the Licensed Programs or Databases without the prior express written approval of Zacks, including any such transfer by operation of law. The Licensed Programs are furnished to the Licensee for use only by Licensee, and only on a single computer at a single site. No delegation of any obligation owed by Licensee shall be made without the prior expenses written permission of Zacks. Any non-approved assignment, sublicense or delegation shall be wholly void and totally ineffective for all purposes, and shall be cause for termination.
XI. CHOICE OF LAW This Agreement shall be interpreted in accordance with the law of the State of Illinois. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby and shall nevertheless be binding with the same effect as if the invalid, illegal or unenforceable parts were originally deleted.
XII. SEVERABILITY OF TERMS If any provision of the terms is found invalid or unenforceable, that provision will be enforced to the maximum extent, and the other provisions of this Agreement will remain in force.
XIII. AGREEMENT IN ENTIRETY The terms are the entire agreement between you and Zacks.
XIV. LIFETIME SUBSCIPTION Lifetime Membership means that Zacks Investment Research agrees to provide you with access to the Research Wizard Software and Database as long as Zacks Investment Research continues to offer the Research Wizard software/data to individual investors. Zacks Investment Research and its successors and assigns reserve the right to end the publication of any product, newsletter or alerts in the future, and neither Zacks Investment Research nor any successor or assign will have any liability should any product, newsletter or alerts cease publication.
XV. MISCELLANEOUS A. All notices required hereunder shall be given in writing and shall be personally delivered or sent by postage prepaid mail, addressed to the parties at their addresses first above mentioned, or at such other addresses as either party may designate to the other by notice as hereby required. B. This License Agreement embodies the entire understanding between Zacks and Licensee relating to the granting of the License by Licensor to Licensee to use the Licensed Software. Any and all prior correspondence, conversations or memoranda are hereby merged herein and replaced hereby and are without effect heron. This License Agreement shall not be modified, or amended, or in any way varied or changed except by a writing duly executed by each of these parties hereto. C. This License Agreement shall become effective only at such time as it shall be accepted by Zacks at its offices in Chicago, Illinois (the "Effective Date") and shall remain in full force and effect until terminated as hereinafter provided. D. No waiver of any portion of the agreement shall be effective unless made in writing. No waiver of any breach of any provision of this agreement shall constitute a waiver of any subsequent breach of the same or any other provision of this agreement.