Last Modified: November 29, 2023

Brain Data License Agreement

The dataset ("Data") that you are licensing is created and maintained by a data licensor ("Licensor"). Your use of the Data is governed by this Data License (the "License"), which constitutes a binding legal agreement between you and Licensor. QuantRocket LLC ("QuantRocket") does not sell or license Data to you. Licensor sells Data subscriptions directly to you via the QuantRocket website ("Website").

EACH TIME YOU USE THE DATA, YOU ARE ACCEPTING THIS LICENSE. IF YOU DO NOT AGREE TO THE LICENSE, LICENSOR IS UNWILLING TO GRANT YOU THE RIGHT TO USE THE DATA, AND YOU MUST CEASE USE OF THE DATA IMMEDIATELY. YOU ACCEPT THE LICENSE BY EITHER (1) CLICKING TO AGREE OR ACCEPT WHERE THESE OPTIONS ARE PRESENTED TO YOU, OR (2) ACTUALLY USING THE DATA. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE LICENSE; (II) YOU HAVE READ AND UNDERSTAND THE LICENSE; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THE LICENSE. IF YOU DON'T HAVE THE LEGAL AUTHORITY TO BIND, PLEASE DO NOT CLICK THE "I ACCEPT" BUTTON OR USE THE DATA.

In addition to these License Terms, you continue to be bound by QuantRocket's Terms of Service.

1. License

a. Redistribution

The Data is only for internal use. You may not publish, disseminate, re-distribute or share the Data, or any part thereof, or any derivative data that allows reverse engineering of part or all of the Data, with anyone else. You may not offer the Data, or any part thereof, for sale, rent, license or commercial redistribution. Any sharing or distribution by you of your access privileges or of the Data may result in cancellation of your use of the Data without refund.

You may distribute static reports created using the Data (e.g. research notebooks or tear sheets), provided that the Data is not displayed or is only displayed in small, static samples, and provided that the reports add additional information or analysis of the Data beyond basic sharing of the Data itself in isolation.

b. Usage

Data can only be used within the QuantRocket software. You are prohibited from downloading or exporting the data outside the QuantRocket software.

c. Appropriate License

Data may be licensed by the number of users, type of organization, or professional status, as indicated on the Website. You agree to subscribe to the appropriate license. All users accessing the Data under a single subscription, where permitted, must belong to the same organization. Licensor or QuantRocket may request you to provide reasonable proof that you are using this License appropriately. Any inappropriate use may result in cancellation of your access to the Data without refund, at Licensor's sole discretion.

d. Security

You will protect the Data with the same level of security measures that you use to protect your own data, but no less than reasonable measures.

e. Ownership

You will not have ownership rights to the Data. The Data, including but not limited to text, content, and data, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Data is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all additional copyright notices or restrictions contained in the Data. You may not use the Data for any illegal purpose or in any manner inconsistent with these License Terms. You agree to notify Licensor in writing promptly upon becoming aware of any unauthorized access or use of the Data by any party or of any claim that the Data infringes upon any copyright, trademark, or other contractual, statutory or common law rights. You acquire absolutely no rights or licenses in or to the Data or materials contained therein other than the limited right to utilize the Data in accordance with these License Terms.

2. Fees

QuantRocket will collect applicable fees for the Data from you on Licensor’s behalf. The credit card which you provide will automatically be billed for the Data you subscribe to. If Data is purchased as a subscription and not as a one-time purchase, fees and your subscription will automatically renew until canceled. If you cancel your subscription you will no longer be billed but no money already paid will be refunded. Licensor or QuantRocket may suspend your access to the Data in the event of your non-payment.

3. Limitation of Liability

a. Usage

Your use of, or inability to use, the Data is at your sole risk. LICENSOR AND QUANTROCKET MAKE NO WARRANTY ABOUT THE ACCURACY OR QUALITY OF THE DATA AND DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE DATA WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, COMPLETE, ACCURATE, OR ERROR-FREE. Data may be delayed, inaccurate or contain errors or omissions, and neither Licensor nor QuantRocket will have any liability with respect thereto. QuantRocket does not endorse nor is responsible for the Data of Licensor.

b. Disclaimer

ALL DATA IS PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

ALL DATA DO NOT CONSTITUTE AN OFFER TO SELL, A SOLICITATION TO BUY, OR A RECOMMENDATION OR ENDORSEMENT FOR ANY SECURITY OR STRATEGY, NOR DO THEY CONSTITUTE AN OFFER TO PROVIDE INVESTMENT ADVISORY OR OTHER SERVICES BY LICENSOR.

c. Exclusion of Remedies

IN NO EVENT WILL ALL PARTIES BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d. Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES RECEIVED BY LICENSOR FOR THE DATA FROM YOU IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

e. General Disclaimer for QuantRocket and Licensor

You acknowledge and agree that QuantRocket is not responsible for Data. By purchasing a subscription to this Data, you acknowledge that QuantRocket does not warrant or endorse, nor does it assume or will it have any liability or responsibility for, any Data, or for any other materials, products, or services of third parties, even though QuantRocket has made such Data available and may distribute or sublicense such Data. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOR QUANTROCKET NOR THE LICENSOR (BRAIN) SHALL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE DATA, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT QUANTROCKET OR ITS REPRESENTATIVES, HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU ALSO EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE DATA, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

f. Indemnity

You agree to indemnify, defend, and hold QuantRocket and Licensor, and their respective parents, subsidiaries, affiliates, officers, agents, partners and employees, harmless with respect to any claims or demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Data, your violation of the License Terms or QuantRocket Terms of Service (including any third party supplier’s additional terms), or your infringement or violation of any rights of another, including intellectual property rights.

g. Essential Basis

The disclaimers, exclusions and limitations of liability set forth in this License form an essential basis of the bargain between you and Licensor, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this License, including the economic terms, would be substantially different.

4. Termination

If Data is purchased as a subscription, you may terminate your use of the Data at the end of the then-current subscription period. You agree that Licensor may, without prior notice, immediately terminate, limit your access to or suspend your use of the Data. Cause for such termination, limitation of access or suspension will include, but not be limited to: (a) breach by you of these License Terms, QuantRocket Terms of Service, or other incorporated terms or policies; (b) or non-payment of any fees owed by you in connection with use of the Data; (c) in case the input source necessary to create the Data will not be available anymore to Licensor for any reason.. Further, you agree that all terminations, limitations of access and suspensions will be made in Licensor's sole discretion and Licensor will not be liable to you or any third party with respect thereto.

5. Miscellaneous

a. Governing Law

This Agreement shall be governed by and construed under the laws of England and Wales. In the event that any dispute between the parties arises out of or in connection with this Agreement, including, without limitation, any question regarding its existence, validity or termination, the parties will attempt, for a period of thirty (30) calendar days after the receipt by one party of a notice from the other party of the existence of the Dispute, to resolve the Dispute between themselves through friendly consultation. Any Dispute that cannot be settled within that period shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce. The tribunal will consist of one arbitrator, who will be appointed by mutual agreement of the parties. The arbitrator shall give effect to statutes of limitation in determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator. The arbitrator shall follow the law in reaching a reasoned decision and shall deliver a written opinion setting forth findings of fact, conclusions of law and the rationale for the decision. The legal place of the arbitration shall be London, England. All arbitration proceedings will be conducted in English. The decision of the arbitrator will be final and binding on the parties.

b. Notice

All notices shall be in writing and shall be deemed to be delivered when sent by e-mail to parties' last known email address. You hereby consent to notice by e-mail.

c. Waiver

The failure of either party to insist upon or enforce strict performance by the other party of any provision of this License or to exercise any right under this License will not be construed as a waiver of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

d. Assignment

Neither party may assign this License or any right, interest or benefit hereunder without the prior written consent of the other party, not to be unreasonably withheld. Any assignment in violation of the foregoing will be null and void.

e. Entire Agreement

This License is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect thereto.

f. Amendment

Your rights and obligations under this License may be amended or modified from time to time and at any time. Your use of the Data following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review this License periodically to be aware of such amendments and modifications.

g. Severability

The failure of Licensor or QuantRocket to exercise or enforce any right or provision of these License Terms will not constitute a waiver of such right or provision. If any provision of these License Terms is determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, the warranty and conditions disclaimers and liability limitations above, the parties nevertheless agree that the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent and the economic effect of the original provision, and the other provisions of the License Terms remain in full force and effect. If the invalid or unenforceable provision cannot be so replaced, then that provision will be considered severable from the remaining provisions, and will not affect their validity and enforceability.

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