Interactive Data: Terms and Conditions
These Terms and Conditions (the “Website Terms and Conditions”) govern your use of the website (“Website”) and your receipt of any services and information made available through the Website (collectively, “Services”). Please read these Website Terms and Conditions carefully. By accessing the Website or using the Services, you are acknowledging that you have read and understood these Website Terms and Conditions and agree, without limitation or qualification, to be legally bound by, and to comply with them. If you do not agree with some or all of these Website Terms and Conditions, you are not authorized to visit the Website.
Some of the Services available from us or from third parties through the Website may be governed by additional agreements. In addition, if you register as a user of any of the features of our Website or Services offered through our Website, during the registration process you may be prompted to click an “I Accept,” “Submit” or similar button. Your clicking on such button will further confirm your agreement to be legally bound by these Website Terms and Conditions and any additional terms and conditions of service that we may present to you at that time. To the extent that there is any conflict between these Website Terms and Conditions and any separate written agreement you have executed or otherwise entered into with us regarding any Services (including, but not limited to, Services or information that may be available through the Website), the terms of such separate agreement shall control.
Interactive Data is the marketing name for Interactive Data Corporation and its subsidiaries and affiliates globally. Evaluated services are provided in the US through Interactive Data Pricing and Reference Data LLC. and internationally through Interactive Data (Europe) Ltd. and Interactive Data (Australia) Pty Ltd. Interactive Data Pricing and Reference Data LLC. is a registered investment advisor with the US Securities and Exchange Commission. Interactive Data (Australia) Pty Ltd. is licensed by the Australian Securities and Investments Commission.
Interactive Data’s eSignal division is represented in Europe by eSignal (Europe) Limited, a company regulated in the UK by the Financial Services Authority.
2) FORWARD LOOKING STATEMENTS.
The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and federal securities laws, and these statements are subject to the safe-harbor created by such Act and laws. Forward-looking statements include all statements that are not historical statements and include our statements discussing our goals, beliefs, strategies, objectives, plans, expectations for our company, our business and our future financial results. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. For further information on the risk factors affecting our company and our business, please refer to our most recent reports filed with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements.
3) DISCLAIMER REGARDING CONTENT.
Interactive Data cannot and does not represent or guarantee that any of the information available through the Services or Website is accurate, reliable, current, complete or appropriate for your needs. Some content available through the Services or Website may be provided by independent third parties whom Interactive Data does not control. Other content available through the Services or Website is obtained by Interactive Data from professional businesses or organizations, such as exchanges, news providers, market data providers and other content providers, who are believed to be sources of reliable information (collectively, the “Data Providers”). Nevertheless, due to various factors—including the inherent possibility of human and mechanical error—the accuracy, completeness, timeliness, results obtained from use, and correct sequencing of information available through the Services and Website are not and cannot be guaranteed by Interactive Data.
4) OWNERSHIP OF INFORMATION.
Unless otherwise noted, all right, title and interest in and to the Website and the information made available through it, in all languages, formats and media throughout the world, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of Interactive Data, its affiliates or its Data Providers. To the extent the Website or the Services contain information from third parties pursuant to rights granted as a matter of law (such as principles of “fair use”), Interactive Data owns all right, title and interest (including copyright), in all languages, formats and media throughout the world, in the selection, arrangement and presentation of such information on the Website or in the Services, as well as in the selection, arrangement and presentation of other content on the Website and in the Services.
5) DOWNLOADING OF MATERIALS; RETRANSMISSION AND REDISTRIBUTION OF DATA
Certain materials may be made available for download from the Website. Subject to these Website Terms and Conditions, Interactive Data grants you permission to download and copy such materials solely for your internal, non-commercial use; provided that all copyright notices appearing on the originals are duplicated on all copies thereof; and provided further, that you do not modify the materials in any way. Without limiting any other right or remedy available to Interactive Data, at law or in equity, the permission herein granted will automatically terminate in the event you breach any of the website Terms and Conditions and, in such event, you must destroy immediately all downloaded materials in your possession, custody or control.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THE PRECEDING PARAGRAPH, YOU AGREE NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST OR CIRCULATE ANY OF THE SERVICES OR MATERIALS IN ANY MANNER OR FOR ANY PURPOSES (WHETHER PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF INTERACTIVE DATA AND/OR THE DATA PROVIDER(S). IN ADDITION, YOU SHALL NOT, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF INTERACTIVE DATA AND THE RELEVANT DATA PROVIDER(S), MAKE COPIES OF ANY OF THE SOFTWARE OR DOCUMENTATION THAT MAY BE PROVIDED, ELECTRONICALLY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, TRANSLATING, DECOMPILING, DISASSEMBLING OR CREATING DERIVATIVE WORKS.
YOU FURTHER AGREE NOT TO USE THE WEBSITE OR INFORMATION MADE AVAILABLE THROUGH THE WEBSITE FOR ANY UNLAWFUL PURPOSE AND AGREE TO COMPLY WITH REASONABLE REQUESTS BY INTERACTIVE DATA TO PROTECT THE RESPECTIVE RIGHTS OF INTERACTIVE DATA, ITS AFFILIATES, LICENSORS AND THE DATA PROVIDERS IN THE SERVICES AND IN THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES.
6) OUR DATA PROVIDERS’ REQUIREMENTS.
These Website Terms and Conditions are subject to all requirements of Interactive Data’s Data Providers under Interactive Data’s agreements with such Data Providers, including such additional financial and contractual requirements as may be imposed by such Data Providers from time to time.
7) DISCLAIMER REGARDING LINKS AND OTHER THIRD PARTY CONTENT.
The Website and Services may provide you with the ability to access a variety of information, material or other content from third parties (“Third Party Content”), including through links to other websites and/or forums on which users or other third parties may post Third Party Content. Whenever you access Third Party Content, YOU PROCEED AT YOUR OWN RISK. You understand and agree that such third parties are solely liable for all Third Party Content. You further acknowledge that Interactive Data does not necessarily (and is not obligated to) review or screen any Third Party Content, either before or after it becomes available through the Website and/or Services, and cannot and does not guarantee, attest to, verify or otherwise warrant that any Third Party Content is or will be accurate, free from errors, defects or harmful elements, consistent with what it purports to be, appropriate to fit your needs or otherwise safe or non-objectionable.
You agree that Interactive Data shall not be held liable for any trading activities or other activities that occur on any website you access through links on the Website. We provide these links as a convenience, and do not endorse the content or services offered by these other sites.
You agree that Interactive Data is not, and shall not be, liable for any material on the Website that you may find objectionable.
8) NO DUTY TO MONITOR THE WEBSITE.
You understand and agree that Interactive Data has the right, but not the obligation, to monitor the Website, and to remove content, including content you submit, from the Website for any reason. You further understand and agree that Interactive Data has the right, but not the obligation, to review content before it is posted to the Website, and to refuse to allow content to be posted for any reason. Any and all decisions on whether or not to retain, disseminate, or remove content posted by users shall be made by Interactive Data in its sole discretion.
9) USER CODE OF CONDUCT.
The Website may permit you to contribute content, including by posting messages to forums, sharing files and communicating with other users. You may use the Website for lawful purposes only. You agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Website any data, text, images, files, links, software, communications, or other material (“Content”) that:
a) Interactive Data considers in its sole discretion to violate any applicable laws, including without limitation the laws of the United States, the laws of any state or commonwealth within the United States, and the laws of any other jurisdiction that may apply;
b) restricts or inhibits any other user from using and enjoying the Website;
c) is unlawful, threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;
d) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network;
e) violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under securities or other applicable law; or
f) contains any other harmful or illegal component.You further agree that you will not:
i) alter, damage or delete any material appearing on the Website;
ii) disrupt the normal flow of communication on the Website, such as through “spam” email or by other means;
iii) impersonate or claim a relationship with or speak for any business, organization, or person for which you are not authorized to claim such a relationship;
iv) sell or promote any product or service, promote, solicit, or partake in any multi-level marketing or pyramid scheme, or post or transmit any unsolicited, advertising, or promotional materials, including solicitations for credit card numbers or sponsors; or
v) violate any operating rule, policy or guideline of your Internet access provider or online service.
You acknowledge and agree that these prohibitions do not, and shall not be construed to, create any rights in you or any third parties. We reserve the right (but do not have any obligation) to prohibit or restrict conduct on the Website and to edit, block, or remove any content, in whole or in part, which in our sole discretion we believe violates our Subscriber Code of Conduct, or is otherwise objectionable.
If you believe that material has been posted that violates any of these prohibitions, or that should otherwise be removed, please contact Interactive Data as follows:
32 Crosby Drive
Bedford, MA 01730
Attention: Copyright Agent
Fax: (781) 687-8005
You acknowledge and agree that we may terminate your access to the Website and the Services should you fail to comply with the Website Terms and Conditions, including the User Code of Conduct. Any such termination shall be in our sole discretion and may occur without notice. Interactive Data reserves the right to terminate any user’s access to the Website or the Services for any conduct or activity that Interactive Data, in its sole discretion, believes is or may be directly or indirectly harmful to other users or to Interactive Data, or for any conduct or activity that violates any local, state, federal or foreign laws or regulations. Interactive Data further reserves the right to terminate any user’s access to the Website or Services for any reason or for no reason at all, in Interactive Data’s sole discretion, without notice.
10) NO CREATION OF THIRD-PARTY RIGHTS.
Except as otherwise expressly set forth herein, nothing in these Terms and Conditions shall be construed to create any rights or obligations in, or otherwise on behalf of any third parties.
11) SHARED FILES; INFORMATION YOU DOWNLOAD.
Interactive Data cannot and does not guarantee or warrant that information that may be available for downloading through the Website or Services will be free from infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy and security of data input and output, and for maintaining a means external to Interactive Data for the reconstruction of any lost information.
12) MATERIALS YOU POST; YOUR LICENSE TO OTHER USERS.
By posting or transmitting, inputting or uploading information or content (“User Content”) to the Website, you warrant that such User Content does not violate or infringe the rights of any third parties. In addition, you automatically grant Interactive Data and its affiliates and Website users under your intellectual property rights, a royalty-free, perpetual, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such Content, without compensation to you.
13) COMPLAINTS OVER PERCEIVED INFRINGEMENT.
Interactive Data respects intellectual property rights. If you believe that materials posted on our Website infringe your rights under copyright law in specific materials (collectively, a “Work”), we request that you follow the procedure described below to notify us of your concerns or objections.
a) Interactive Data’s Designated Agent: If you believe materials posted on our Website infringe the copyright in your Work, you must direct your concerns to our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) to respond to such concerns (our "Designated Agent"):
32 Crosby Drive
Bedford, MA 01730
Attention: Copyright Agent
Fax: (781) 687-8005
b) Content of Notice: Your notice to our Designated Agent should contain the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property.
2. Identification of the copyrighted work that you believe has been infringed.
3. Identification of the material on our Website which you believe is infringing, with sufficient specificity to permit us to locate the material without undue searching.
4. Information reasonably sufficient to permit us to contact you, including an address, telephone number and, if available, an e-mail address.
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
6. A statement by you, made under penalty of perjury, that the information on the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14) DISCLAIMER REGARDING INVESTMENT DECISIONS AND TRADING.
Decisions to buy, sell, hold or trade in securities and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in securities or other investments involves a risk of substantial losses. The practice of “day trading” involves particularly high risks and can cause you to lose substantial sums of money. Before undertaking any trading program, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall Interactive Data be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through the Website or our Services.
15) NO ADVICE OR SOLICITATION.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND SERVICES ARE NOT INTENDED TO SUPPLY FINANCIAL, TAX, LEGAL OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH YOUR ADVISORS AND LEGAL COUNSEL REGARDING ANY SPECIFIC SITUATION. INTERACTIVE DATA, ITS AFFILIATES AND THEIR RESPECTIVE DATA PROVIDERS OFFER NO ADVICE REGARDING THE PURCHASE, SALE, HOLDING, OR SUITABILITY OF ANY PARTICULAR SECURITY, TRANSACTION, INVESTMENT OR INVESTMENT STRATEGY. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE WEBSITE AND SERVICES, AND ANY DECISIONS MADE IN RELIANCE UPON THE WEBSITE AND/OR SERVICES, ARE MADE AT YOUR OWN RISK.
16) PRODUCT DEMONSTRATIONS.
All product demonstrations (“demos”) that may be available via the Website from time to time may only be used during the time periods for which they are offered. All demos must be used in accordance with any accompanying instructions and may not be used for any reason other than their intended purpose.
17) ACCESS AND SECURITY.
If you elect to register for any of the Services or other offerings that may be available via the Website from time to time, you agree: (a) to provide true, accurate, current and complete information about yourself as prompted by the applicable registration form (such information constituting the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate or incomplete, or Interactive Data has reason to suspect that you have done so, Interactive Data may suspend or terminate your account and refuse any and all current or future use of the Website or any portion thereof. You agree to keep confidential any access codes, account numbers, and customer code numbers that you may receive for your access to and use of the Services. You accept responsibility for all time used and all activity that occurs through or under your access codes, customer numbers and/or account numbers. You agree to notify Interactive Data immediately if you become aware of any loss, theft or unauthorized use of your access codes and/or account numbers.
18) DISCLAIMER OF WARRANTIES.
You agree that neither Interactive Data, its affiliates, officers, directors, employees, agents or representatives, nor any of the Data Providers nor any officer, director, employee, agent, affiliate or representative thereof shall have any liability, contingent or otherwise, for any lack of truthfulness, accuracy or timeliness of the Website or Services; for any lack of truthfulness, accuracy, timeliness, completeness or correct sequencing of the information made available through the Website or Services; for any decision made or action taken by you or anyone else in reliance upon such information or the Website or Services; or for any harm or injury resulting from any interruption or delay of any data, information or any other aspect of the Website or Services; or for any harm or injury resulting from any unsafe, illegal, defective or otherwise inappropriate or objectionable aspect of any information made available through the Website or Services.
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THE SERVICES OR ANY ASPECT OF THE INFORMATION MADE AVAILABLE VIA THE WEBSITE OR SERVICES. YOU RECOGNIZE THAT THE ACCURACY OF ANY SUCH INFORMATION SHOULD BE CHECKED BEFORE YOU RELY ON IT.
YOU ACKNOWLEDGE THAT DOCUMENTS POSTED TO AND CONTENT AVAILABLE AT THE WEBSITE MAY CONTAIN COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. SHOULD YOU DOWNLOAD ANY SUCH MATERIALS FROM THE WEBSITE, IT IS YOUR RESPONSIBILITY TO PERFORM ANY ANTI-VIRUS SCANNING OR OTHER PRECAUTIONS AS YOU DEEM NECESSARY. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY MATERIALS DOWNLOADED FROM THE WEBSITE AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT OR DATA YOU USE IN CONNECTION WITH THE WEBSITE.
For example, and not by way of limitation, neither Interactive Data, its affiliates or the Data Providers shall be liable for any loss resulting from a cause over which such entities do not have direct control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, your errors, or events of force majeure.
19) LIMITATION OF LIABILITY
IN NO EVENT WILL INTERACTIVE DATA OR ITS AFFILIATES OR THE DATA PROVIDERS BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE OR DELAY), OR CLAIMS ARISING IN TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), EVEN IF INTERACTIVE DATA, ITS AFFILIATES OR THE DATA PROVIDERS HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL INTERACTIVE DATA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY FOR ACCESS TO THE WEBSITE OR THE SERVICES.
You agree to indemnify and hold harmless Interactive Data, its affiliates, the Data Providers and their respective officers, directors, employees, agents and representatives, from and against any and all claims, including, but not limited to, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorney’s fees, of every kind and nature, arising from or relating to your use of the Website or the Service or the information made available through the Website or the Services and/or your violation of these Website Terms and Conditions or any third party’s rights, including, but not limited to, copyright, proprietary rights, and rights under defamation law.
21) WAIVER OF RIGHT TO SUE.
You release Interactive Data, its Affiliates and their respective officers, directors, employees and agents, from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute with any user of any of the Website or Services, or arising in any way from content posted to any of the Website by any third party.
If you are a California resident, you waive California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
22) MODIFICATION AND TERMINATION OF WEBSITE; MODIFICATION OF WEBSITE TERMS AND CONDITIONS.
Notwithstanding any provision in these Website Terms and Conditions, Interactive Data reserves the right, in its sole discretion, at any time and from time to time, and without notice, to change, amend, or modify and/or to terminate, restrict access, or cease publishing: (a) the Website; (b) any particular information made available via the Website; or (c) these Website Terms and Conditions. Your use of our Website following any such change constitutes your agreement to follow and be bound by the Website Terms and Conditions, as amended.
23) DATA PROVIDERS ENFORCEMENT RIGHT.
Data Providers may enforce these Website Terms and Conditions against you by legal proceedings or other appropriate means.
24) FORCE MAJEURE.
In addition to applicable disclaimers identified above Interactive Data’s performance under these Website Terms and Conditions shall be excused in the event of interruption and/or delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, earthquake, explosion, acts of terrorism, power failures, equipment failure, industrial or labor dispute, acts of third party information providers, third party software errors or failures or communications interruptions or failures.
b) Severability; No Waiver. Should any provision of these Website Terms and Conditions be held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, such provision shall be valid and enforceable to the extent permitted by applicable law, and the validity and enforceability of the remaining provisions shall not be affected thereby. Failure of any party to enforce any provision of these Website Terms and Conditions on any occasion shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision on a subsequent occasion.
d) Assignment. These Website Terms and Conditions shall not be assignable by you, either in whole or in part. Interactive Data reserves the right to assign its rights and obligations under these Website Terms and Conditions.
e) Survival. Sections 2, 3, 4, 6, 7, 10-12, 14, 15, 18-21 and 23-25 shall survive the termination of these Website Terms and Conditions and shall apply indefinitely.