WHEN YOU ACCEPT THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO BY THE COMPANY BY WHICH YOU ARE EMPLOYED OR RETAINED AND FOR WHOSE BENEFIT YOU ARE USING THE PRODUCTS (THE “COMPANY”). REFERENCES HEREIN TO “YOU” SHALL MEAN “YOU AND/OR THE COMPANY.”
Your use of the Products may also be governed by an applicable Master Agreement, other services or license agreement, order form, schedule, and/or other agreed terms (“Customer Agreement”) between Ipreo and an Ipreo customer (“Customer”). In the event of any inconsistency with these Terms, the terms of the applicable Customer Agreement shall control.
The Products may include a number of different Ipreo products and services. Individual product-specific terms are set forth in Section 9 (Product-Specific Terms) below, and may also be set forth in a Customer Agreement, including in connection with your registration for or use of a particular Product.
If the Company is an Ipreo Customer, then you are referred to below as a “Customer User.” If the Company is not an Ipreo Customer, then you are referred to below as a “Guest User.” If you have registered for short-term, trial use of a particular Product, then you are referred to below as a “Trial User” with respect to your use of such Product during the applicable trial period. Additional terms for Trial Users are set forth in Section 8 (Trial Use) below.
ONLY AUTHORIZED CUSTOMER USERS, AUTHORIZED GUEST USERS, AND TRIAL USERS (COLLECTIVELY, “PERMITTED USERS”) MAY USE A PARTICULAR PRODUCT OR PART THEREOF. ANY USE OF A PRODUCT OTHER THAN BY A PERMITTED USER IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE CUSTOMER AGREEMENT IS STRICTLY PROHIBITED.
Please note that any failure to abide by these Terms and the provisions of any applicable Customer Agreement is grounds for immediate suspension or termination of access to the Products (including suspension or termination of access by other Permitted Users under the same Customer Agreement) and may give rise to other legal rights and remedies.
1. Ipreo Content; Intellectual Property and Other Proprietary Rights
The Products include a broad array of content and functionality. Ipreo’s databases (including their content, layout, functions, features, code, and appearance), all user interfaces, all Work Product (defined below), all other reports and other deliverables, market intelligence information, Data Feeds (defined below), software, Installed Software (defined below), and all other information and other content, or portion or combination thereof, provided and made available by Ipreo in connection with the Products (“Ipreo Content”) are included in the term “Products” as used herein. Ipreo Content includes any analysis, report, or other work product provided by Ipreo or its Products in connection with your permitted use of the Products (“Work Product”). Ipreo Content may include data feeds made available pursuant to an applicable Customer Agreement (“Data Feeds”).
Ipreo Content is for use only by Permitted Users for ordinary internal Company business purposes, as further addressed below and in any applicable Customer Agreement. Note that, except as otherwise expressly provided in an applicable Customer Agreement or Product-specific terms, Ipreo and its Third-Party Providers (defined below) do not make any representations or warranties regarding the accuracy or completeness of Ipreo Content, and Ipreo reserves the right to change or update any Ipreo Content at any time without notice.
Ipreo Content does not include User-Submitted Content (defined below), and Ipreo Content does not include content accessed on any third-party website, even if that website is linked to or from an Ipreo website or application (“Site”).
Some of the software that Ipreo uses to provide the Products as well as some of the data or other content in the Ipreo Content is licensed from third parties that are not affiliated with Ipreo (“Third-Party Providers”). For additional terms pertaining to content from Third-Party Providers, see Section 11 (Third-Party Content) below. For additional terms that apply to certain third-party software, see the Third-Party License Information which can be found by clicking here Third Party License Info.
As between you and Ipreo, and subject to any applicable third-party licenses, Ipreo owns all right, title, and interest in and to the Products, and Ipreo owns all applicable U.S. and international copyrights and other intellectual property rights in and to the Ipreo Content, the software that Ipreo uses to provide the Products, and any Aggregated Data (defined below), as well as all trademarks, trade secrets, trade dress, copyrights, patent rights, and other intellectual property included or utilized in the Products and all modifications and enhancements thereof (“Ipreo IP”).
The trademarks, service marks, logos, slogans, trade names, trade dress, domain names and social media names used on the Sites are proprietary to Ipreo or its affiliates, suppliers, vendors, licensors, partners or sponsors. Without limiting the foregoing, for a list of Ipreo’s current key trademarks click here Ipreo Key Trademarks. Those marks shown with ® are trademarks registered in the United States Patent and Trademark Office. Unauthorized use of any trademark of Ipreo or its affiliates, suppliers, vendors, licensors, partners or sponsors may be a violation of applicable trademark laws. Any third party names or trademarks referenced in the Sites or Ipreo Content do not constitute or imply affiliation, endorsement, sponsorship or recommendation by Ipreo of the third parties, or by the third parties of Ipreo.
You do not acquire any ownership rights in any Ipreo Content or other Ipreo IP under these Terms or any Customer Agreement, or otherwise in connection with your use of the Products. All rights not expressly granted to you herein are expressly reserved.
2. Installed Software; Product Updates
Your use of Product may involve a download or other distribution of software provided by Ipreo (“Installed Software”). For purposes of these Terms, Installed Software is part of the Product(s) for which the software is provided. Ipreo may from time to time automatically determine the version of such software that is installed on your computer or mobile device for the purposes of distributing updates or an updated version. You authorize such automatic version detection and installation of updates. Whenever Ipreo provides you with a software update for manual installation, you agree to promptly install the update manually. These Terms apply to all Product updates.
3. Limited License
If you are a Permitted User and agree to these Terms, you are hereby granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable right to access and use the Product(s) for which you have registered (including associated Ipreo Content) and unless otherwise expressly set forth in the applicable Customer Agreement, a right to copy electronically and print reasonable portions of the Ipreo Content, all solely for the internal business purposes of the Company (and not for redistribution except as expressly permitted by Ipreo in writing), subject to payment of any corresponding fees by Customer and compliance with all applicable terms, including the order details and all applicable Product-specific terms, as well as the terms in any applicable Customer Agreement, and, if you are a Trial User, subject to the terms set forth in Section 8 (Trial Use) below, until such time as your license expires pursuant to such applicable terms, or, in the event that the applicable terms do not address expiration, until such time as Ipreo terminates the license or ceases to offer such Product(s) in Ipreo’s sole discretion.
An applicable order or Customer Agreement for a given Product may specify details concerning the identity, type, and number of Permitted Users that may access and use that Product under that order or Customer Agreement, and may also include additional limitations on Product access and use (including limitations on access and use of associated Ipreo Content), such as regions, asset classes, selected features and functionality, and specific purposes for which the Product may or must not be used. A Permitted User may access and use such Product and associated Ipreo Content only to the extent permissible under the applicable order or Customer Agreement and these Terms, and only to the extent that associated fees have been paid.
4. User-Submitted Content; Account Administration; Enterprise Content Sharing
The Products may permit the uploading, posting, storage, viewing, or transmittal of contact information, financial information, Transaction Information (defined below) deal documentation and information, or other content or information submitted by you or other Permitted Users, and may generate data using such content and information (all such content, information, and generated data, “User-Submitted Content”). Ipreo shall have no responsibility or liability for any User-Submitted Content or access thereto, and Ipreo shall not be responsible for any loss, unavailability, inaccuracy, or corruption of such User-Submitted Content, except to the extent expressly set forth in an applicable Customer Agreement. You agree to provide User-Submitted Content only in accordance with applicable law, and you represent that you have obtained all necessary rights and consents for the contemplated publication, use, storage, transfer, and dissemination of such User-Submitted Content in accordance with these Terms and the Customer Agreement.
With respect to any User-Submitted Content submitted by you or generated from content or information submitted by you, you hereby grant to Ipreo and its third-party service providers acting on behalf of Ipreo the right and a license (i) to post, store, and use, and to transmit such User-Submitted Content to you and other Permitted Users (subject to any restrictions in the applicable Customer Agreement) in connection with the Products; (ii) to modify and create derivative works from the User-Submitted Content subject to any restrictions in the applicable Customer Agreement; (iii) to review such User-Submitted Content to investigate or address any issue or complaint concerning the Products or any User-Submitted Content; and (iv) unless otherwise provided in an applicable Customer Agreement, to use such User-Submitted Content to create Aggregated Data (which shall be Ipreo Content). “Aggregated Data” means information resulting from the aggregation, calculation, analysis or compilation of User-Submitted Content and/or data from other sources, including other users and users of other Customers of Ipreo; provided that (i) such resulting data does not identify you or Customer as the source of any such data, and (ii) your identity and the identities of Customer and Customer’s clients are not disclosed by or discernable from the resulting data without an extraordinary amount of time or effort. Aggregated Data does not include any personally identifiable information.
You represent, warrant, and covenant that you shall not submit any User-Submitted Content which (A) is unlawful, threatening, abusive, libelous, obscene, vulgar, or indecent; (B) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (C) violates, plagiarizes, infringes, or constitutes a misappropriation of the rights of any third party including, without limitation, copyright, trademark, trade secret, patent, or any other proprietary right, or any rights of privacy or publicity; (D) violates any obligation of confidentiality; or (E) contains any software code or computer programming of any kind.
Ipreo reserves the right to refuse to post or transmit or to remove any User-Submitted Content in whole or in part that Ipreo believes has been uploaded in violation of these Terms or an applicable Customer Agreement (including in any applicable Product-specific terms), or that Ipreo believes constitutes a threat to the operation or integrity of the Products or to the rights and interests of Ipreo, its Customers, or Permitted Users.
Administrative access by a Customer administrator: A "SuperUser" or other administrative role is typically established for a Customer account. A Permitted User given such a role by the Customer has global rights or comparable access over use of the Customer account, and may have access to all information submitted by you and other Permitted Users.
Sharing information among user accounts, for Products with Enterprise functionality: Some Products offer the ability to share information among user accounts, referred to as “Enterprise” functionality. If a Customer has enabled Enterprise functionality, information and activities added by a user (e.g., in Notes, Intelligence, Activities, ToDo's, Calendar Items, Results, and Articles, as well as other User-Submitted Content) may be shared with other Permitted Users.
Unless otherwise provided in an applicable Customer Agreement, the applicable Ipreo Customer (and the Permitted User, as applicable) shall be responsible for (i) all use of Ipreo Products by Permitted Users or anyone accessing an Ipreo Product with credentials provided to a Permitted User, and (ii) any breach by Permitted Users of these Terms.
Where applicable, Ipreo will process notifications of claimed infringement regarding User-Submitted Content and any other information posted on any Site, under the Digital Millennium Copyright Act (“DMCA,” found at 17 U.S.C. § 512). Additional information concerning DMCA copyright notifications is set forth in Section 16 (DMCA Copyright Notifications) below.
5. Disclaimer Regarding Advice
Neither Ipreo nor any of the Products provides investment, business, tax, legal, or consulting advice or direction of any kind. Ipreo does not validate and makes no recommendations with respect to any User-Submitted Content or with respect to any ratio, metric, measure, method, or computation derived from such content using the Products or otherwise in connection with the Products. Ipreo may make changes to the methodology used by the Products according to various opinions about financial theory at any time without notification. You should not rely on the Products in making an investment or other financial decision. You should obtain relevant and specific professional advice before making any such decision. Without limiting the foregoing, neither any calculation of value nor any Work Product or other output from the Products constitutes U.S. federal tax advice or any other tax advice.
Underwriters, broker-dealers, issuers, participants in the loan syndication process, and others may use hosting and distribution functionality included in certain Products to electronically distribute and/or receive offering materials and other information regarding financial transactions. You should consult a qualified professional for investment, business, tax, and legal advice regarding any securities or other investment, and you should contact the underwriters/initial purchasers with any questions about the offer to which offering materials relate.
Ipreo is not registered as a broker or dealer with the U.S. Securities and Exchange Commission (SEC) nor is it a member of a self-regulatory organization such as the Financial Industry Regulatory Authority, Inc. (FINRA) or of the Securities Investor Protection Corporation (SIPC). Outside of the UK, Ipreo does not engage in any activities that will require it to register as a broker or dealer in the jurisdiction in which such services are performed. Ipreo Limited is authorized and regulated by the UK Financial Conduct Authority under reference number 775369 on the Financial Services Register at http://www.fca.org.uk/register/. Nothing in these Terms is intended to or shall require Ipreo to engage in any activities that would cause Ipreo to be required to register as a broker or dealer in any jurisdiction in which the Products are to be performed or provided
6. Acceptable Use
You agree to abide by all applicable laws in connection with your use of the Products (including any component of any Product, Ipreo Content or User-Submitted Content). Applicable laws may include without limitation securities laws and regulations, export laws, privacy laws and regulations, and laws governing marketing or other unsolicited contact with individuals by phone, text, e‑mail, any other electronic communication, or regular mail, including the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act and similar laws and regulations, Canada’s Anti-Spam Law, Japan’s Act on the Protection of Personal Information, the European Directive 95/46/EC, the EU General Data Protection Regulation 2016/679, which shall only apply from 25 May 2018, any equivalent national law or regulation which otherwise regulates the processing of personal data (the “EU Data Protection Legislation”), European Directive 2002/58/EC, the proposed EU e-Privacy Regulation 2017/0003 (COD), which is intended to replace Directive 2002/58/EC and shall only apply when and as effective, and/or any equivalent national law and regulation which otherwise regulates direct marketing to individuals (“e-Privacy Legislation”). Without limiting the foregoing, you shall not (i) use the Products to store or transmit libelous, infringing, unlawful, or tortious material, or material in violation of third-party rights; (ii) use the Products (including any Ipreo Content or User-Submitted Content) for the purpose of serving as a factor in establishing an individual’s eligibility or suitability for credit, employment or insurance, or in any way that would cause the Products (including any Ipreo Content or User-Submitted Content) to be construed as a “consumer report” under the Fair Credit Reporting Act or similar laws and regulations; (iii) transmit, provide access to, or display any Ipreo Content or User-Submitted Content to any person or entity that you know or reasonably believe would engage in unfair or deceptive practices using such Ipreo Content or User-Submitted Content; or (iv) use the Products (including any Ipreo Content or User-Submitted Content) in violation of any law concerning the advertisement or promotion of securities or other investments. In addition, you shall not (v) use the Products to store or transmit harmful code or devices; (vi) interfere with or disrupt the integrity or performance of the Products or related systems, including through or as a result of (A) the use of any virus, ransomware, adware, spyware, worm, or other malicious code, or (B) the communication of a bulk unsolicited offer or advertisement, phishing effort, chain letter, or pyramid scheme; or (vii) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automatic device to access, copy, or scrape any component of the Products (including any Ipreo Content or User-Submitted Content) for any purpose without the express written permission of Ipreo.
As used herein, “Restricted Parties” refers to individuals or entities listed on the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of Commerce’s Denied Persons List or Unverified List, or similar lists maintained by the U.S. government that restrict exports or transfers to certain persons and entities. Unless otherwise disclosed to and approved in writing by Ipreo, you represent and warrant that neither you nor, to your knowledge, any other Permitted User under the same Customer account is a Restricted Party. Absent Ipreo’s advance approval in writing, you must not knowingly designate any Restricted Party as a Permitted User and you must not knowingly permit any Restricted Party to access the Products.
Except as expressly permitted in an applicable Customer Agreement or in the relevant Product-specific terms below, you may not (directly or indirectly) (1) sell, publish, transmit, distribute, reproduce, commercially exploit, encumber, rent, lease, or otherwise permit any person or entity (other than a Permitted User) to access or use any Products (including any Ipreo Content or User-Submitted Content) or any materials derived therefrom in any manner; (2) reverse engineer, decompile, decrypt, disassemble, modify, copy, display, translate or create derivative works based on, or circumvent or disable any security or technological measures of, any Products (including any Ipreo Content); (3) alter, remove, obscure, or fail to reproduce any rights notices contained in any Products (including any Ipreo Content) or required by the terms of an applicable Customer Agreement; (4) print, download, or export any Ipreo Content or any User-Submitted Content provided by any other user (a) other than as permitted by an applicable Customer Agreement or Product-specific terms and, as to a Trial User, in the terms set forth in Section 8 (Trial Use) or (b) in any manner that exceeds limitations contained in these Terms or an applicable Customer Agreement (including in any applicable Product-specific terms); (5) use the Products (including any Ipreo Content) or any materials derived therefrom to create, update, or modify any database or any product or service related to data or that could be competitive with or a substitute for any component of any of the Products; or (6) copy, take screen shots of, or otherwise share the appearance or functionality of any of the Products (including any Ipreo Content) with or for any competitor of Ipreo or any other person or entity for the purpose of competing with Ipreo. Any use of the Products by a competitor of Ipreo or by any other person or entity for the purpose of competing with Ipreo is expressly prohibited.
In addition, any service bureau work, multiple-user licensing, or time-sharing arrangement for the use of the Products is expressly prohibited except as specifically authorized by Ipreo in an applicable Customer Agreement or otherwise in writing. Note that, unless otherwise expressly permitted herein or in an applicable Customer Agreement, you may not create or utilize a “local” copy of any Ipreo Content.
7. Your Responsibilities
Without limiting responsibilities set forth elsewhere in these Terms or an applicable Customer Agreement, you are responsible for any information, messages, and materials that you send using the Products or that you send using any information from the Products. Note that any e-mail functionality included in the Products may or may not include auto-disclosure or unsubscribe features.
In addition, if you use any appointment or other activities functionality provided by the Products, you acknowledge that Ipreo is not able to guarantee that a given activity will be correctly transmitted or calendared by the Products on your computer or device or on that of any other person.
You must implement, monitor, and enforce reasonable and appropriate security measures to prevent unauthorized access or use of login, passwords, or other credentials or means of access to any Product. You must promptly notify Ipreo in the event of any actual or reasonably suspected unauthorized access to any Product or of compromise to the confidentiality of login credentials, and you must provide all reasonable cooperation to Ipreo in order to appropriately address the situation to Ipreo’s reasonable satisfaction.
8. Trial Use
The terms in this Section, in addition to the other provisions of these Terms, apply to use of the Products by a Trial User. However, in the event of any inconsistency between the provisions set forth in this Section and the other provisions of these Terms, the provisions in this Section shall govern as to a Trial User.
If you are a Trial User for a given Product (the “Trial Product”), you may use that Trial Product only for the limited purposes and duration set forth herein, or if applicable, in a trial agreement between Ipreo and the Customer for whose benefit you are evaluating the Product (a “Trial Agreement”). Further or continued use requires a separate authorization, license and/or other agreement, and the payment of any associated fees.
As a Trial User, you may not copy, reproduce, transmit, disseminate, disclose, or publish any portion of the Trial Product (including any Work Product or other Ipreo Content) and you may not use the Trial Product or any other aspect of the Products (including any Ipreo Content) for your own commercial gain or the commercial gain of others, or for any purpose other than evaluation for your own internal purposes.
Unless otherwise provided in an applicable Trial Agreement, the “Trial Term” shall commence upon Ipreo’s provision of access credentials for a Trial Product, and shall expire on the earlier of (a) thirty (30) days after Trial User’s first login using the provided access credentials and (b) Ipreo’s termination in its sole discretion of Trial User’s access rights. Unless otherwise agreed by Ipreo in writing (such as in connection with a separate license and/or other agreement and the payment of any associated fees), any and all data and software obtained from or in connection with the use of a Trial Product must be purged from Trial User’s computing devices, media, and systems promptly at the end of the corresponding Trial Term.
9. Product-Specific Terms
In addition to all other terms contained herein, below in this Section 9, are certain Product- specific terms that currently apply to the Products described below. Please note that the Products and Ipreo’s product line evolve over time, and therefore applicable Product-specific terms may change. Additionally, licensed use of one or more Products may implicate more than one set of Product-specific terms (e.g.– where Database Information (defined below) is included in or licensed in connection with a licensed use of another Product).
Products Containing Database Information
Ipreo Content includes Ipreo’s proprietary database of ownership and contact information (“Database Information”). Unless otherwise provided herein or in an applicable Customer Agreement, and subject to the license restrictions set forth in Section 3 (Limited License), the right to access and use Database Information under the applicable license is limited to the right: (i) to view the Database Information; (ii) to send information or materials to persons or institutions whose contact details are found in the database (“Database Contacts”) provided that all such communications are solely for a Company business purpose related to the business of the Database Contact and comply with all applicable data protection (including EU Data Protection Legislation), data privacy, e-Privacy and other laws of the applicable jurisdiction and with the applicable Customer Agreement; and (iii) to generate reports or download limited numbers of records from the database as reasonably required for normal use by Permitted Users solely for the internal business purposes of Company (and not for redistribution). If requested by Ipreo, you agree to promptly provide explanations or written assurances with respect to downloads or report generation that exceed typical or expected volume levels, and Ipreo may discontinue your ability to use any download or report generation functionality to the extent Ipreo determines that your downloads or report generation is excessive.
Except as specifically provided in the Customer Agreement, after expiration or termination of the applicable license, you may not use any Database Information for any purpose.
You acknowledge and agree that with respect to any processing you undertake or undertake by or on behalf of Customer of any personal data contained in the Database Information (including any Database Contacts) to the extent that such personal data is governed by or subject to the EU Data Protection Legislation (the “Relevant Personal Data”), Customer is the Data Controller (as such term is defined in the Data Protection Legislation). You agree to comply with the Data Protection Legislation (including terms applicable as a Data Controller) and with the e-Privacy Legislation, in connection with your processing of the Relevant Personal Data.
You further acknowledge and agree that (a) the Database Information includes business contacts of third party individuals that are collected by Ipreo from a variety of public sources and from third party purchased lists, for the following purposes: to compile such data and include it in a database resource of contacts in the capital markets community, and to license such database to customers to use for internal business purposes and to facilitate relevant Business to Business Communications (defined below) (including information exchanges) within the capital markets community, subject to compliance by you with all applicable law, including EU Data Protection Legislation, e-Privacy Legislation and other laws applicable to communications with the Data Subject whose personal data is Relevant Personal Data (the “Relevant Data Subject”) in the jurisdiction where the Relevant Data Subject is located; (b) you will process the Relevant Personal Data only for Business to Business Communications, and in compliance with all applicable laws (including Data Protection Legislation, e-Privacy Legislation and other laws applicable to communications with the Relevant Data Subject in the jurisdiction where the Relevant Data Subject is located), and, prior to carrying out any processing of the Relevant Personal Data that is outside the scope of Business to Business Communications, or if required under other laws applicable to communications with the Relevant Data Subject in the jurisdiction where the Relevant Data Subject is located, prior to any communications with the Relevant Data Subject, you will obtain the prior explicit consent of the Relevant Data Subjects to your intended use of the Relevant Personal Data; (c) you shall refrain from using the Relevant Personal Data to contact Relevant Data Subjects who have unsubscribed or opted-out from communications for any purpose, including direct marketing or Business to Business Communications, and you shall maintain and review appropriate suppression lists of Relevant Data Subjects who unsubscribe from, or opt-out of, receiving to any form of communications; (d) you will promptly notify Ipreo of the Relevant Data Subjects’ communication preferences, including where the Relevant Data Subjects unsubscribe/opt-out of any form of communications, to enable Ipreo to update its own records; (e) you shall review the Relevant Data Subjects’ preferences and any suppression lists or notices maintained by Ipreo regularly and before sending any communications to any Relevant Data Subject, including Business to Business Communications; (f) prior to processing any Relevant Personal Data, you shall implement and use appropriate technical and organizational measures designed to ensure and to enable the Customer to demonstrate that its processing of such Relevant Personal Data is performed with adequate safeguards for the protection of the Relevant Personal Data, including ensuring that it has implemented appropriate adequate safeguards prior to any transfer of the Relevant Personal Data outside the European Economic Area; and (g) you will permit and assist with any audits conducted by Ipreo regarding Relevant Personal Data,.
“Business to Business Communications” shall mean communications between or directed at corporate organizations (not including individuals, sole traders or partnerships) for the purposes of selling or marketing goods and/or services to the organization, which are relevant to the business of the individuals to whom such communications are sent, and which the individual would expect to receive in his/her business role
Capital Markets Products
User-Submitted Content may include terms and conditions, offering documents, notice of allocation, roadshow or other promotional and/or event information, or other information relating to, an offering of equity and/or fixed income or municipal securities or other investment or financing opportunities or transactions (“Transaction Information”). Ipreo makes no representation or warranty as to the completeness or accuracy of any Transaction Information; that the Transaction Information will be uninterrupted, current, or error-free; or that the Transaction Information will be available continuously or at any particular time. Please contact the applicable syndicate bank or other Ipreo Customer with any questions about any Transaction Information or the offer to which such Transaction Information relates.
Ipreo’s i-Compliance Product includes a certificate library collected and compiled by Ipreo and selected by you, as accessed via an applicable Ipreo Site directly or through another Ipreo Product (“Certificate Library” and the certificates continued therein, the “Certificates”).
Subject to the terms of the applicable Customer Agreement, Permitted Users may access and use the Certificate Library during the term of the iCompliance license solely for the following purposes: (i) to search and view the Certificate Library; (ii) to request Certificates identifying qualified institutional buyers, FINRA Rule 5131s, Reg S, FINRA Rule 2111s, 2242s and/or, through a process of research-lead self-certification, sophisticated municipal market professionals (SMMPs); and (iii) to print Certificates for use by other Company employees authorized under the applicable Customer Agreement to use the Certificates, all solely for the internal business purposes of the Company (and not for redistribution except as expressly permitted by Ipreo).
After expiration or termination of the applicable license, you will not be able to access the Certificate Library for any purpose and you must delete all Certificates, printouts or downloads of or from the Certificate Library and information from the Certificates from your computer.
As long as you have not violated these Terms, Ipreo will provide – in response to a Customer’s request -copies of some or all of the Certificates provided during the license, solely as necessary to satisfy regulatory inquiries. Any such transfer of copies of Certificates to you shall not be interpreted as a license or transfer of rights from Ipreo to use the copies for any purpose other than responding to such regulatory inquiries. No other use of copies of such Certificates is permissible without Ipreo’s advance written consent.
You hereby consent to the electronic delivery of any Transaction Information (including without limitation offering documents of any issuer) by Ipreo on behalf a syndicate bank or other Customer to you through a Site; provided that you may withdraw such consent at any time by written notice to Ipreo.
You acknowledge and agree that you shall bear sole responsibility for the dollar amount, quantity, company specification, and any other information forming part of any orders for securities placed by you using any Product (including any Transaction Information), and Ipreo shall not be liable for any operator or other errors made in placing any such order. You acknowledge and agree that (i) access to certain Transaction Information and the ability to submit orders may be subject to the approval of the syndicate banks or other Customers that provide the Transaction Information and Ipreo will not supply such Transaction Information until such approval is granted; (ii) Ipreo may be required to suspend or terminate access to certain Transaction Information or the ability to submit orders without advance notice to you under our agreements with syndicate banks and other Customers; and (iii) you will only use the Products (including any Transaction Information) in connection with Company business (and not for your own personal purposes). You agree that Ipreo shall not be responsible for any such denial of access, suspension, or termination. You acknowledge that you may be required to direct a syndicate bank to deliver or otherwise make available certain Transaction Information or other information to you via a Product and you shall be solely responsible therefor. Ipreo agrees to assist you in seeking entitlement from syndicate banks for delivery of Transaction Information and submission of orders where possible using a Product, and you consent to the use of your name by Ipreo in connection therewith.
You acknowledge and agree that (A) Ipreo makes no representation or warranty that any new issue offering of securities complies with applicable law, including non-U.S., U.S. federal or U.S. state securities laws; (B) such offerings may be subject to offering and transfer restrictions, and have legends reflecting such restrictions; (C) Ipreo makes no representation or warranty as to the Company’s eligibility to be offered or to purchase securities in any such offering; and (D) you will review all offering materials prior to making an investment decision on behalf of the Company in respect of any such securities.
You must comply with all obligations applicable to you (including all obligations applicable to the Company) imposed by a syndicate bank or by applicable law in connection with the use of any Product. You will be and remain responsible for such compliance regardless of whether any of the Products or other aspect of the Products facilitates compliance with any such obligations.
Without limiting the foregoing, you acknowledge and agree that you may be precluded from receiving Transaction Information at any time if Ipreo has not been provided with a current Master User Attestation Document or similar documentation as further set forth in the applicable Customer Agreement, and furthermore that you must notify Ipreo in the event that any such documentation previously submitted ceases to be true and correct.
As a Permitted User of Ipreo’s Investor Access Product you represent that you are an employee or contractor of Customer whose primary responsibilities for Customer include working on or for Customer’s trading desk and who is authorized by Customer to place orders on behalf of Customer and that you are not an employee or contractor of Customer, or any other person or entity, whose primary responsibilities for Customer include duties or responsibilities other than trading desk duties.
Nothing in these Terms is intended to or shall require Ipreo to engage in any activities that would cause Ipreo to be required to register as a broker or dealer in any jurisdiction in which the Products are to be performed or provided.
By entering into the investment services that Ipreo provides through these Products, you are deemed to accept and agree to the terms and disclosures which Ipreo, as an authorized firm, are required to provide to Customer in accordance with the Financial Conduct Authority’s rules and the Markets in Financial Instruments Regulation (“MiFIR”), the recast Markets in Financial Instruments Directive (“MiFID II”) and their implementing laws and regulations. Such terms and disclosures form an integral part of the Customer Agreement and are posted on the applicable Site.
Private Capital Markets Products
As set forth in the applicable Customer Agreement, certain multi-tenant versions of the Private Capital Markets Products, Permitted Users may include employees of private companies in Customer’s portfolio (“Portfolio Companies”). Additionally, User-Submitted Content may include historical information, financial statements, projections and information on ownership submitted by or on behalf of Customer, Portfolio Companies or its third party service providers to Ipreo through the Private Capital Markets Product. If the Customer Agreement permits such User-Submitted Content to be made available to Customer’s limited partners, Portfolio Companies, investors and other third parties, in each case as directed by Customer or a Permitted User for the applicable Portfolio Company (“Permitted Third Parties”), in addition to the license granted to Ipreo in Section 4 (User-Submitted Content; Account Administration; Enterprise Content Sharing) above, you hereby grant Ipreo an unrestricted, non-exclusive, royalty-free, sublicenseable, irrevocable right and license to disclose, distribute and display such User-Submitted to such Permitted Third Parties,. You acknowledge that Ipreo will include the User-Submitted Content in Ipreo’s central database and use it to provide the applicable Products and to create Aggregated Data, and that Ipreo may distribute Aggregated Data and use such Aggregated Data for future studies and reports. Notwithstanding the termination obligations set forth in the Customer Agreement, you agree that certain User-Submitted Content relating to jointly owned Portfolio Companies may have been simultaneously shared with multiple clients of Ipreo via the Product, and such User-Submitted Content will be considered jointly owned data belonging equally to Customer and to Ipreo’s other clients using the Product who are also owners of the same Portfolio Company (each, a “Joint Owner”), and that such instances of jointly owned User-Submitted Content will not be removed from the Product upon termination of the Product license until any and all Joint Owners are no longer subscribers to the Product.
The Customer Agreement may permit Customer to use certain Ipreo Content provided by Ipreo through the Private Capital Markets Product to create Derived Data for use in Customer’s internal reports, client communications, and prospective client communications generated during the license of the Private Capital Markets Product. “Derived Data” shall mean data or other information obtained from calculations, manipulations, analyses and/or other processes performed on the Ipreo Content by Customer or its Permitted Users that (i) cannot be used as a replacement for the Products and/or Services unless, as a result of such calculations, manipulations, analyses or other processes, the resultant data is identical to the underlying Ipreo Content, which result is by coincidence and not by design and (ii) is delivered by Customer in reports and communications in a format that is implemented with Ipreo’s Excel plug-in but no other machine-readable format. Notwithstanding the foregoing, you shall not use any Database Information to create, update or modify any third party database or any product or service related to data or that could be competitive with or a substitute for any portion of the Products. Nothing contained in this paragraph shall prohibit or restrict Customer from using its own User-Submitted Content to derive values through its use of the Product.
Private Capital Markets Products may provide access to Work Product that includes ratios, metrics, measures, methods, or computations in analysis and reports provided by Ipreo or its Products in connection with your permitted use of the Products.
You acknowledge that Ipreo’s ability to provide applicable Work Product is dependent on Ipreo’s timely receipt of accurate and complete financial, ownership, and other User-Submitted Content. Furthermore, you acknowledge that Ipreo does not verify or substantiate User-Submitted Content, and that you are responsible for doing so.
Financial information that you provide to Ipreo by or on behalf of a Portfolio Company shall be User-Submitted Content under these Terms, subject to confidentiality and other provisions set forth in the applicable Customer Agreement or other applicable agreement.
Any calculation, conclusion regarding value, analysis, opinion, and/or reports included in the Work Product cannot be used for the purpose of avoiding federal tax penalties or for promoting, marketing or recommending any transaction or other opportunity or course of action to another person.
In connection with any valuations or related Products:
Products That Include Data Room Functionality
Certain Products feature use of a cloud-based system for sharing confidential documents through a workspace (each, a “Data Room”).
User-Submitted Content includes documents and other content maintained in a Data Room (“Data Room Content”). Notwithstanding any provisions of these Terms to the contrary, Ipreo shall not review, access, or use Data Room Content except as necessary to provide the Products, for the purposes of enforcing these Terms or an applicable Customer Agreement, or as required by law. As between the applicable Customer and Ipreo, Data Room Content is the sole property and responsibility of the Customer.
The applicable Customer shall control and allocate access and use rights with respect to the Data Room(s) and Data Room Content. If any additional terms posted by or for Customer on the Data Room or in the applicable Product are inconsistent with these Terms or the applicable Customer Agreement, these Terms and the applicable Customer Agreement shall govern, and Ipreo shall not be responsible for maintaining evidence of Permitted Users’ agreement to or compliance with such terms.
Use of a Data Room other than for the purpose(s) specified in an applicable Customer Agreement is prohibited. For example, Ipreo’s Prism Products may be purchased for use in connection with a specific transaction or may be purchased for general internal business purposes; if purchased for a transaction, use for general internal business purpose (or for any other transaction) is prohibited, and vice versa.
In order to facilitate Ipreo’s provision of the Products, you agree to (i) use reasonable efforts to upload clear and legible copies of the Data Room Content in the best possible condition; (ii) only upload Data Room Content in accordance with applicable laws and for which you have all necessary rights and permissions; (iii) cooperate with Ipreo in correcting any problems associated with the hosting of, access to, or use of Data Room Content; (iv) retain a complete set of documents uploaded by or for you as Data Room Content and indemnify; (v) promptly report to Ipreo any technical issues that you encounter in connection with the use of any Data Room or with respect to any particular Data Room Content; and (vi) immediately notify Ipreo in writing of any actual or reasonably likely court order or other legal requirement that would restrict the use, distribution or disposition of the any Data Room Content.
Note that, when a Permitted User accesses Data Room Content, a copy of the accessed content may be copied to the user's computer. This is called “caching.” Caching is used to improve the speed of the Product. Data Room Content that has been cached on your computer may be accessible to anyone with access to your computer. Each Permitted User assumes all risk and liability associated with any content cached to that Permitted User's computer. Ipreo recommends that you empty your web browser cache when you log out of a Product session to ensure that any cached files from your session are deleted from your computer.
You acknowledge that Ipreo cannot guarantee that third parties will not unlawfully access Data Rooms and/or Data Room Content, and Ipreo shall not be responsible or liable for any such access. See Section 12 (General Disclaimers) below.
10. Personal Data and Usage Data
To the extent User-Submitted Content (including Data Room Content) includes any personal data that is Relevant Personal Data, you acknowledge that (A) Ipreo is a data processor with respect to that Relevant Personal Data, and (B) the applicable Customer is the data controller of such Relevant Personal Data, unless another controller is specified as to particular data in connection with a particular Product. In addition, you acknowledge and agree that Ipreo may cause or permit such Relevant Personal Data to be transferred between or among various Ipreo affiliates, service providers and facilities, including facilities outside of the EU, including in the United States. It is your and the Customer’s obligation to ensure that you have complied with applicable law with respect to the inclusion of such Relevant Personal Data in User-Submitted Content and in authorizing such transfers. Note that, when reasonably requested by a Customer, Ipreo will enter into EU-approved Standard Contractual Clauses with respect to the transfer of EU personal data in User-Submitted Content outside of the EU, including to the United States, and such clauses may be included in the applicable Customer Agreement.
Ipreo’s databases: As part of its BD and database services and Products, Ipreo collects, licenses, and uses information regarding individuals and companies in the global capital markets community. It is possible that you and some of your contacts may be part of the global capital markets community, and information about you and some of your contacts may appear in our commercial databases. Please be assured that individual entries in our databases are independently collected by the Ipreo research department and do not come from data that is received from users’ use of our Products.
11. Third-Party Content
In connection with the Products, Ipreo may use, display, or provide access to data or other content licensed from Third-Party Providers (“Third-Party Content”), including by providing access to Third-Party Content via a Really Simple Syndication Feed (an "RSS Feed"). Ipreo has no discretion to verify, alter, or update such Third-Party Content (including any advertising or other marketing material included therein). The fact that Ipreo has provided content from a third-party source in connection with the Products is not an endorsement of the content or its source. We urge you to make sure you evaluate the underlying risks before using or relying upon any RSS Feed or other Third-Party Content. Ipreo shall have no responsibility or liability for any third-party content or access thereto, and Ipreo shall not be responsible for any loss, unavailability, inaccuracy, or corruption of such content.
Third-Party Content may include content licensed from various third parties, including as further described here Third Party Data Attribution and/or in an applicable Customer Agreement. Use of Third-Party Content is subject to the applicable license terms of such third parties, which may be identified in a Customer Agreement or otherwise presented in connection with the Products. In addition, the license restrictions set forth in Section 3 (Limited License) or elsewhere in these Terms shall apply to use of Third-Party Content except to the extent inconsistent with any such separate third-party license terms.
12. General Disclaimers
Although Ipreo will endeavor to offer near-continuous access to the Products, including Ipreo Content and User-Submitted Content, such access is neither certain nor guaranteed, and Ipreo shall not be liable for any damages or other adverse consequences arising as a result of the unavailability of the Products (including any User-Submitted Content or Ipreo Content) for any period of time.
YOU ACKNOWLEDGE THAT IPREO CANNOT GUARANTEE THAT THIRD PARTIES WILL NOT UNLAWFULLY ACCESS IPREO’S OR ITS THIRD PARTY SERVICE PROVIDER’S CLOUD INFRASTRUCTURES, PLATFORMS, OR WEBSITES (INCLUDING THE SITES, DATA ROOMS AND OTHER PRODUCTS), AND/OR ANY IPREO CONTENT, USER-SUBMITTED CONTENT AND/OR DATA ROOM CONTENT. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, IPREO WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH UNAUTHORIZED THIRD PARTY ACCESS, OR FOR ANY ASSOCIATED UNAVAILABILITY, DISSEMINATION, OR DELETION, DESTRUCTION, DAMAGE, OR OTHER LOSS OF ANY USER-SUBMITTED CONTENT (INCLUDING, BUT NOT LIMITED TO DATA ROOM CONTENT).
Except as expressly set forth in an applicable Customer Agreement: (i) Ipreo and its Third-Party Providers are not responsible for, shall not be liable for, and shall have no obligation to correct any bugs, defects, or errors in any aspect of the Products (including any Ipreo Content), or to support, maintain, improve, modify, upgrade, update, or enhance any aspect of the Products (including Ipreo Content); and (ii) use, downloading, and installation of any Ipreo Content or other aspect of the Products (including any posting or use of User-Submitted Content) are at your own risk, and Ipreo and its Third-Party Providers are not responsible and shall not be liable for any damage to any computing device in connection with such use, or any loss of data that may result, or for actions taken or decisions made based on such use.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, THE PRODUCTS INCLUDING BUT NOT LIMITED TO ALL IPREO CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, NEITHER IPREO NOR ITS THIRD-PARTY PROVIDERS MAKE ANY WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY IPREO CONTENT OR THAT THE PRODUCTS OR OTHER ASPECTS OF THE PRODUCTS ARE ERROR-FREE, CURRENT, COMPLETE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME, OR ARE COMPATIBLE WITH ANY PARTICULAR DEVICE, SOFTWARE, OR PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IPREO AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM IPREO OR THROUGH THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE CUSTOMER AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, You agree to indemnify and hold harmless IPREO and ITS third-party providers and their RESPECTIVE officers, directors, agents, and representatives from and against any claim, suit, action, or loss (including reasonable attorneys’ fees) arising from or related to (i) any user-SUBMITTED CONTENT posted by you (including any data room content); (ii) your use of the PRODUCTS (INCLUDING ANY IPREO CONTENT), INCLUDING WITHOUT LIMITATION YOUR TRANSMISSION OF ANY COMMUNICATION OR MATERIALS TO ANY INDIVIDUAL USING THE PRODUCTS OR ANY IPREO CONTENT; or (iii) your violation of these Terms, EVEN IF SUCH ANY SUCH CLAIM, SUIT, OR ACTION INCLUDES AN ALLEGATION THAT IPREO OR ITS THIRD-PARTY PROVIDERS WERE NEGLIGENT.
14. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT: (A) IPREO AND ITS THIRD-PARTY PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER THESE TERMS OR ASSOCIATED WITH YOUR USE OF THE PRODUCTS OR ANY OTHER ASPECT OF THE PRODUCTS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, LACK OR LOSS OF DATA, OR OTHER INTANGIBLE LOSSES; AND (B) IPREO’S AND ITS THIRD-PARTY PROVIDERS’ MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING UNDER OR RELATING TO THESE TERMS, THE PRODUCTS OR OTHER ASPECT OF THE PRODUCTS (INCLUDING ANY IPREO CONTENT) SHALL BE ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHER LEGAL THEORY, AND EVEN IF IPREO OR A THIRD-PARTY PROVIDER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES; MOREOVER, THESE LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY RESULTING, LIMITED REMEDY.
NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY IN A MANNER THAT IS NOT PERMISSIBLE UNDER APPLICABLE LAW. IN SOME CIRCUMSTANCES, SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN THE APPLICABLE JURISDICTION AS TO YOUR USE OF THE PRODUCTS WILL APPLY TO SUCH USE. WITH RESPECT TO ANY LIMITATIONS WHICH ARE NOT LAWFUL AS STATED, IPREO’S AND ITS THIRD-PARTY PROVIDERS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. Revisions to Terms; Termination
Ipreo may revise these Terms from time to time. You may be required to agree to revised Terms as a condition of continued use of a particular Product or any aspect of the Products, and in any event your continued use of the Products after the effective date of any revised Terms shall confirm your agreement to be bound by such Terms.
Except as otherwise specifically provided in an applicable Customer Agreement, Ipreo reserves the right to reconfigure or discontinue features or functionality of the Products or any other aspect of the Products at any time, with or without notice, for any reason or no reason at all, with no liability to you.
All rights granted to you by these Terms will terminate, and you will lose your status as a Permitted User, if you fail to comply with any provision of these Terms or an applicable Customer Agreement. Note that, at all times, your license to use a particular Product is limited as set forth in Section 3 (Limited License) above.
All provisions or obligations contained in these Terms which by their nature or effect are required or intended to be observed, kept, or performed after termination (including without limitation Sections 1 (Ipreo Content; Intellectual Property And Other Proprietary Rights), 5 (Disclaimer Regarding Advice), 12 (General Disclaimers), 13 (Indemnity), 14 Limitations on Liability, 16 (DMCA Copyright Notifications) and 17 (Miscellaneous) of these Terms) shall survive any termination of your rights under these Terms. In addition, although any violation of these Terms may give rise to rights or remedies under an applicable Customer Agreement, the termination of your rights under these Terms shall not operate to terminate the provisions of any Customer Agreement.
16. DMCA Copyright Notifications
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Ipreo’s designated agent a written notification of claimed infringement containing the following information:
1. a physical or electronic signature of the owner of or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work(s) claimed to have been infringed;
3. a description of where the material that you claim is infringing is located on any Ipreo websites or applications (for example, by providing URL(s));
4. information reasonably sufficient to permit Ipreo to contact you, such as your address, telephone number, and, if available, an electronic mail address at which you may be contacted;
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; and
6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the owner of or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Ipreo will process your notification in compliance with the applicable provisions of the DMCA. Ipreo’s designated agent to receive notifications of claimed infringement under the DMCA is:
Carol Anne Been
Dentons US LLP
+1 312 876 3122
The same laws that govern an applicable Customer Agreement(s) shall govern these Terms and your use of the Products; provided, however, that if you are a Trial User, if there is no applicable Customer Agreement, or if two or more applicable Customer Agreements contain conflicting choice of law provisions), then: (i) the laws of the State of New York, excluding its conflicts of law rules, shall govern these Terms, and (ii) you hereby irrevocably agree that all claims or disputes arising out of or in connection with these Terms or your use of the Products shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York, County of New York, and you waive any objection to personal jurisdiction or the propriety or convenience of venue in such courts.
You agree to provide reasonable cooperation, including pertinent Product usage information, in connection with audit measures set forth in an applicable Customer Agreement.
These Terms and any applicable Customer Agreement(s) are the complete and exclusive statement of the agreement with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto. The failure of Ipreo to require performance of any provision of these Terms in no manner shall affect its right at a later time to enforce the same. No waiver by Ipreo of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other such breach, or a waiver of any other breach of these Terms.
If any provision of these Terms shall to any extent be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms shall in no way be affected or impaired thereby and each such provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. The section headings in these Terms are for convenience only and shall have no legal or contractual effect.
Effective Date: 4/20/2018