Estimize User Data License

DATA LICENSE AGREEMENT

The dataset ("Estimize Data”) that you are licensing is created and maintained by a data licensor (“Estimize”). You purchased your Data license through the Quantopian digital store provided by Quantopian, Inc. (“Store”) and your use of the Data is governed by this Data License (the “License”), which constitutes a binding legal agreement between you and Licensor. Quantopian, Inc. (“Quantopian”), the provider of the Store, does not sell or license Data to you. Licensor sells Data subscriptions directly to you, although Quantopian will make the Data available to you.

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.

1. LICENSE

1.1. License. Licensor grants you a limited, non-exclusive, non-transferrable, right and license, during the Term, to use, reproduce, perform, display, modify, create derivative works of, and reformat (“Use”) the Data for your internal use on Quantopian’s website and for use by Quantopian. You may not distribute or make the Data available to any other third party.

1.2. Updates. Any updates to the Data will be as set forth on the Store.

1.3. Communication. If you are subscribed to an Estimize dataset priced at $499.99 per month or under, all communication between you and Licensor will be through Quantopian and the Store; Licensor and you agree not to directly contact the other party in relation to this License without written consent from Quantopian (email is acceptable). If you are subscribed to an Estimize dataset priced at $500.00 per month or over, your agree that your name and email address can be provided to Licensor (Estimize) for the purpose of allowing Licensor to notify you about product upgrades or other products produced by Licensor which you may be interested in knowing about as well as other communications. Your contact information will not be shared with any other party by Licensor. Licensor will provide a mechanism for you to opt out of such communications in the future if you desire to do so.

1.4. 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. By way of example, this includes measures like keeping your password private.

1.5. Ownership. Licensor owns and retains all proprietary rights in the Data. The Data may contain copyrighted material and other proprietary information of Licensor and its licensors. The provision of the Data does not transfer to you or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any Licensor or third-party content.

2. DATA SUBSCRIPTIONS

2.1. Fees. Fees will be as set forth in the Store. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING THE STORE WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES FOR YOUR PAYMENT TO LICENSOR. You agree to pay such amounts and fees in accordance with the processes and procedures set forth in the Store terms. Fees and your subscription will automatically renew during the Term. All fees will be non-refundable.

2.2. Payment. Quantopian will collect any applicable fees and taxes for the Data from you on Licensor’s behalf. Licensor or Quantopian may suspend your access to the Data or the provision of updates to you in the event of your non-payment.

3. LIMITATIONS OF LIABILITIES

3.1. Usage. Your use of, or inability to use, the Data is at your sole risk. LICENSOR AND QUANTOPIAN 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 OR ERROR-FREE. However, Licensor will indemnify and hold you harmless from and against any third-party claims arising from any allegation that your authorized Use of the Data in accordance with this License infringes or otherwise violates the intellectual property rights of a third party.

3.2. Disclaimer. EXCEPT AS EXPLICITLY PROVIDED HEREIN, 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, OR FITNESS FOR A PARTICULAR PURPOSE.

3.3. Exclusion of Remedies. IN NO EVENT WILL EITHER PARTY 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.

3.4. 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. ARISING FROM ANY SOURCE, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.5. General Disclaimer for Quantopian and Licensor. You acknowledge and agree that Quantopian is not responsible for any Data sold or licensed in the Store. By purchasing a subscription to this Data, you acknowledge that Quantopian 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 Quantopian has made such Data available in the Store and may distribute or sublicense such Data. YOU EXPRESSLY UNDERSTAND AND AGREE THAT QUANTOPIAN 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 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 QUANTOPIAN 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. You agree to indemnify, defend, and hold Quantopian and Licensor harmless with respect to any claims arising out of or relating to your unauthorized use of the Data.

3.6. 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. TERM AND TERMINATION

4.1. Term. This License commences on the date you first licensed the Data and will continue on a month-to-month basis unless and until terminated pursuant to this Section 4 (the “Term”). Quantopian may notify you or Licensor at any time that this License will not be renewed for a subsequent period.

4.2. Termination by you.  If you wish to terminate this License, you should notify Quantopian in writing or through the Store. Upon Quantopian’s receipt of your request, your subscription to the Data will no longer automatically renew and will expire at the end of the then-current subscription period (e.g., if you are being charged on the 15th of each month for the Data and you cancel on the 17th of the month, your subscription will remain active until the 15th of the next month).

4.3. Termination for Breach. Licensor reserves the right to immediately terminate this License in the event it reasonably determines that you have breached the License. If Licensor believes you have breached this License, Licensor will notify Quantopian. Quantopian may terminate this License if you are in breach of the Quantopian Terms of Use.

4.4. Suspension. Licensor may suspend your access to the data on Quantopian’s request or if you are in breach of this License. Quantopian may suspend your use of the Data in the event the Data detrimentally impacts Quantopian or other users who have purchased the Data, the Store, or the Quantopian software, determined at Quantopian’s sole discretion.

4.5. Survival. Sections 1.5, 3, 4.5, and 5 will survive the expiration or termination of this License. Upon termination, you will delete all copies of the Data in your possession.

8. GENERAL TERMS; MISCELLANEOUS

8.1. Applicable Law. This License will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York except for its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in New York, NY for any action to enforce the provisions of this License.

8.2. Independent Contractor. Licensor is an independent contractor and will not be deemed for any purpose to be an employee of Quantopian. This License will not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

8.3. Notice. For contractual purposes, you: (i) consent to receive communications in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that Quantopian provides to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions under this License.

8.4. 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.

8.5. 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.

8.6. 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.

8.7. Amendment. Your rights and obligations under this License may be amended or modified from time to time and at any time. If any such amendment or modification is material, Quantopian will post notice of it on the Quantopian website’s home page or by email to registered users. Your access of the Quantopian website and 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. Any defined terms used herein that are not defined in this License are defined in the Quantopian Terms of Use.

8.8. Construction. Unless otherwise specifically stated: (a) the word “including” will not be construed as terms of limitation, and will mean “including without limitation” and (b) any reference to days will mean calendar days. All headings are for convenience only.

8.9. Severability. If any provision of this License will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby, and the parties will substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.

8.10. Beneficiary. You agree that Quantopian is an intended third-party beneficiary under this License, and Quantopian has standing to enforce this License in respect of all representations, disclaimers and other benefits accruing to Quantopian under this License.