End User License Agreement
This End User License Agreement (this “Agreement”) governs Your access to and use of the proprietary, software platform (the “Platform”) licensed by FP Alpha, Inc. (“FP Alpha”). “You” and its derivatives refers to an individual with credentials to access the Platform, whether provided by an entity with which You are associated (i.e., Your employer) that has a direct agreement with FP Alpha (“Direct Agreement”) or if You have been invited to access the Platform independently (i.e., by an entity with a Direct Agreement with FP Alpha that invites You to submit data and information and review certain data and results). To the extent You are an authorized user under any Direct Agreement, such Direct Agreement will control in the event of any conflict with this Agreement.
FP Alpha hereby grants You a worldwide, non-transferable, non-sublicensable, non-exclusive right during the Term (the “License”) to access and use the elements of the Platform made available to You as permitted under the Direct Agreement or to submit, analyze and use data in connection with the Platform.
Except as explicitly permitted herein, You will not, directly or indirectly, attempt to: (a) modify or create derivative works of the Platform; (b) decompile, reverse engineer, or otherwise translate any portion of the Platform into human-readable form (except to the extent that this subsection (b) is limited by applicable law); (c) rent, lease, share, distribute, or sell the Platform to any third party, including on a time sharing, service bureau, or other similar basis; (d) remove, alter or deface proprietary notices, labels or marks in the Platform; (e) disclose the results of testing or benchmarking of the Platform; (f) circumvent or disable the Platform’s license management or security mechanisms; or (g) use the Platform in violation of any applicable law or to violate the rights of any third party.
1.3. Usage Information
FP Alpha owns all (a) data regarding installation, registration, and use of the Platform; and (b) data related to performance of the Platform, including response times, load averages, usage statistics, and activity logs (collectively, “Usage Information”). Usage Information does not include Your Data (as defined below), any personally identifiable information, or specific output resulting from Your use of the Platform, but may include aggregated information derived from such output. Usage Information is used to contribute to analytical models used by FP Alpha, to monitor and improve the Platform, and perform related services.
1.4. Third Party Technology
2. YOUR RESPONSIBILITIES.
You may not share Your log-in information (“Credentials”), must keep Credentials confidential and secure, and are responsible for all activity that occurs under their accounts. You must immediately inform FP Alpha of any suspected unauthorized use or access of the Platform using Your Credentials. To the greatest extent allowed under law, FP Alpha explicitly disclaims all liability for any loss or damage arising from (a) Your failure to safeguard Credentials, or (b) unauthorized use of such Credentials.
2.2. Your Data
As between the parties, you are solely responsible for any information and data You upload to the Platform or otherwise provide to FP Alpha under this Agreement (collectively, “Your Data”). FP Alpha expressly disclaims any liability arising from Your Data as provided or uploaded to the Platform. In addition to the restrictions set forth in Section 1.2, You may not use the Platform to transmit, store, display, distribute or otherwise make Your Data available that violates, or encourages any conduct that would violate, any applicable law or regulation or the rights of any third party. You grant FP Alpha a worldwide, royalty-free, sublicensable, nonexclusive license to use Your Data in connection with the Platform and to perform its obligations hereunder.
Except for the License, FP Alpha or its licensors retain all right, title and interest in the Platform (including all intellectual property rights therein), the Usage Information, and any derivative works thereof.
3.2. Open Source Software
Certain elements of the Platform may be subject to “open source” or “free software licenses” (“OSS”) owned by third parties. OSS is not licensed under Section 1. Instead, each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits Your rights under, or grants You rights that supersede, the terms and conditions of the applicable end-user license for such OSS.
Unless otherwise specified within the Platform, You will treat all content available on the Platform as confidential and not disclose it except to others who You know have the right to access such data or who have been approved in writing from the owner of such data for disclosure. In maintaining the confidentiality of such information, You will exercise the same degree of care that You exercise with Your own confidential information of a similar nature, and in no event less than a reasonable degree of care. The Platform and Usage Information will be confidential information of FP Alpha.
5. TERM AND TERMINATION.
The term of this Agreement commences on the earlier of: (i) the date You access the Platform or (ii) the date You acknowledge your acceptance of this Agreement, and will continue in effect until the earlier of (x) such time as You are no longer an employee, client, consultant or independent contractor of the entity who provided you with access to the Platform, (y) the Direct Agreement is terminated or expired, or (y) the Agreement is terminated by You or FP Alpha as set forth in this Section 4 (Term and Termination).
5.2. Termination by You.
You may terminate this Agreement by deleting Your account on the Platform. For clarity, Your termination of this Agreement does not affect any agreements between FP Alpha and the entity who provided you with access to the Platform.
5.3. Termination by FP Alpha.
FP Alpha may terminate this Agreement at any time without notice if: (i) FP Alpha ceases to support the Platform, which FP Alpha may do in its sole discretion, (ii) the Direct Agreement is terminated or expires, or (iii) the entity who provided you with access to the Platform instructs FP Alpha to terminate this Agreement or Your use of the Platform. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement.
5.4. Effect of Termination.
a. All rights and licenses granted to You under this Agreement will also terminate; and
b. You must cease all use of the Platform and delete all accounts.
Termination will not limit any of FP Alpha’s rights or remedies at law or in equity
FP ALPHA MAKES NO REPRESENTATION, WARRANTY (EXPRESS OR IMPLIED), GUARANTEE, OR COVENANT OF ANY KIND THAT THE PLATFORM OR ANY INFORMATION, CONTENT, OR SERVICES MADE AVAILABLE ON OR THROUGH THE PLATFORM (INCLUDING REPORTS GENERATED FROM USE OF THE PLATFORM), OR THE RESULTS OF THE USE OF ANY OF THE FOREGOING (COLLECTIVELY “INFORMATION”), WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCT, SERVICE, OR TECHNOLOGY, OR BE ACCURATE, COMPLETE, ERROR FREE, OR RELIABLE. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT FP ALPHA DOES NOT PROVIDE INVESTMENT, TAX, INSURANCE, LEGAL, ESTATE PLANNING, DEBT, BUDGETING, OR FINANCIAL RELATED ADVICE, AND FP ALPHA MAKES NO REPRESENTATION, WARRANTY (EXPRESS OR IMPLIED), GUARANTEE, OR COVENANT WITH RESPECT TO YOUR USE OR NON-USE OF, OR ANY DECISION OR POSITION TAKEN IN RELIANCE ON, ANY INFORMATION. YOU SHOULD CONSULT WITH INDEPENDENT PROFESSIONALS IN THESE RESPECTIVE FIELDS BEFORE MAKING ANY DECISIONS OR USING OR PROVIDING ADVICE WITH RESPECT TO ANY OF THESE AREAS.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) FP ALPHA HAVE LIABILITY TO YOU FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, MULTIPLE, OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) FP ALPHA BE LIABLE FOR ANY INVESTMENT, TAX, INSURANCE, LEGAL, ESTATE PLANNING, DEBT, BUDGETING, OR FINANCIAL RELATED DECISIONS MADE BASED ON, OR ANY POSITION TAKEN IN RELIANCE ON, PROJECTIONS, SCENARIOS, CONTENT, DATA, OR INFORMATION GENERATED BY OR IN CONNECTION WITH THE PLATFORM, AND (C) FP ALPHA’S LIABILITY IN CONNECTION WITH OR UNDER THIS END USER LICENSE AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).
8.1. Governing Law; Venue
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to any conflicts of laws principles that would require a different result. You irrevocably consent to the jurisdiction of the state and federal courts located in New York County, New York for any action or proceeding arising out of or relating to the Agreement, and expressly waive any objection You may have to such jurisdiction or venue.
8.2. Entire Agreement; Amendment
This Agreement (and, to the extent applicable, the Direct Agreement) is the entire agreement between the parties with respect to its subject matter. No alterations or modifications of the Agreement will be valid unless made in writing and signed by the parties.