Zacks User Data License

DATA LICENSE AGREEMENT

The dataset ("ZACKS Data”) that you are licensing is created and maintained by a data licensor (“Licensor”). You purchased your ZACKS Data license through the Quantopian digital store provided by Quantopian, Inc. (“Store”) and your use of the ZACKS Data is governed by this ZACKS User 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 ZACKS Data to you. Licensor sells ZACKS Data subscriptions directly to you, although Quantopian will make the ZACKS Data available to you. For avoidance of doubt: a subscription to ZACKS Data involves provision of ZACKS Data over a defined period of time, pursuant to, and in form of, a LEASE. Your purchase of a subscription to ZACKS Data does not constitute, and may not be construed as, a sale of ZACKS Data to you.

Upon termination of your subscription to ZACKS Data, you agree to delete any ZACKS Data which has been provided in connection with your subscription.

EACH TIME YOU USE THE DATA, YOU ARE ACCEPTING THESE 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 personal use only on Quantopian’s website. You may not distribute or make the Data available to any third party.

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

1.3. Communication. You agree to include Quantopian in any communication between you and Licensor. Quantopian encourages you to contact Zacks directly ([email protected]) if you have any questions about, or issues with, the ZACKS Data. Your name and email address will be provided to Licensor (Zacks) 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. 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 ZACKS 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 ZACKS Data. The ZACKS Data may contain copyrighted material and other proprietary information of Licensor and its licensors. The provision of the ZACKS 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 are non-refundable.

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

3. LIMITATIONS OF LIABILITIES

3.1. Usage. Your use of, or inability to use, the ZACKS Data is at your sole risk. LICENSOR MAKES NO WARRANTY ABOUT THE ACCURACY OR QUALITY OF THE ZACKS DATA AND DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE ZACKS DATA WILL BE UNINTERRUPTED OR ERROR-FREE. Licensor will indemnify and hold you harmless from and against any third-party claims arising from any allegation that your authorized Use of the ZACKS Data in accordance with this License infringes or otherwise violates the intellectual property rights of a third part, BUT LICENSOR SHALL HAVE NO OBLIGATION TO INDEMNIFY YOU IN CONNECTION WITH ANY CLAIM UNLESS YOU COMPLY WITH ALL OF THE FOLLOWING CONDITIONS: (a) you promptly notify Licensor in writing of the claim; (b) you allow Licensor to control, and cooperate with Licensor in the defense thereof and any related settlement negotiations; and (c) in no event shall you agree to, or authorize settlement of, any such claim without Licensor’s prior written agreement.

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 LICENSOR BE LIABLE TO YOU 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 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.4. Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, LICENSOR’s CUMULATIVE LIABILITY TO YOU 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 FROM YOU BY LICENSOR FOR THE ZACKS DATA DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. ARISING FROM ANY SOURCE, EVEN IF LICENSOR 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 ZACKS Data sold or licensed in the Store. By purchasing a subscription to the ZACKS Data, you acknowledge that Quantopian does not warrant or endorse, nor does it assume or will it have any liability or responsibility for, any ZACKS Data, or for any other materials, products, or services of third parties, even though Quantopian has made such ZACKS Data available in the Store and may distribute or sublicense such ZACKS Data. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER QUANTOPIAN NOR LICENSOR 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 ZACKS DATA, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT QUANTOPIAN OR ITS REPRESENTATIVES, OR LICENSOR OR LICENSOR’s REPRESENTATIVES, HAVE 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 ZACKS 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. INTELLECTUAL PROPERTY

You do not, and will not have ownership rights to the ZACKS Data. The ZACKS 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 ZACKS 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 ZACKS Data. You may not use the ZACKS Data for any illegal purpose or in any manner inconsistent with the terms. You acknowledge that the ZACKS Data has been developed, compiled, prepared, revised, selected and arranged by Licensor and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Licensor and such others. You agree to protect the proprietary rights of Licensor and all others having rights in the ZACKS Data during and after the term of this agreement and to comply with all reasonable written requests made by Licensor to protect Licensor' and others' contractual, statutory and common law rights in the ZACKS Data. You acquire absolutely no rights or licenses in or to the ZACKS Data and materials contained therein other than the limited right to utilize the ZACKS Data in accordance with the terms. You may not offer the ZACKS Data, or any part thereof, for sale, rent, license or commercial, non-commercial, or any other form of redistribution.

5. CONFIDENTIALITY

To the extent that you conduct any sort of testing or evaluation of the ZACKS Data for purposes of determining usability or fitness for purposes intended, the conclusions arrived at related to the value, usability or fitness for purpose, or any other attributes of the ZACKS Data shall be communicated to Licensor immediately and shall not be published in any way in any document, electronic or paper, or disclosed in any blog, internet discussion group, forum, or any other form of social media, verbal, or electronic communication, or provided or otherwise disclosed to any outside individual or entity, outside of the Quantopian Community blog without prior written approval of Licensor..If you find any deficiencies in the ZACKS Data, real or perceived, you must notify Licensor and give Licensor a reasonable period of time to make any necessary corrections before communicating such deficiencies to anyone else.

6. TERM AND TERMINATION.

6.1. Term. This License commences on the date you first licensed the ZACKS 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.

6.2. 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 ZACKS 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).

6.3. Termination for Breach. Quantopian and Licensor each 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, and Quantopian will terminate this License at the request of Licensor.

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

6.5. Deletion of ZACKS Data. You agree that within thirty (30) days of Termination of this Agreement, you will delete from all computer systems owned or operated by you, and from all computer systems operated on your behalf, all copies of the ZACKS Data and any software provided by Licensor pursuant to this Agreement, and also any and all data derived from Databases or Data provided by Licensor pursuant to this Agreement which be used as factors for screening, back-testing, or other quantitative analytical processes or procedures.

6.6. Survival. Sections 1.5, 3, 4.5, and 6 will survive the expiration or termination of this License. Upon termination, you will delete all copies of the Data in your possession.

7. ATTRIBUTION

If the ZACKS Data is displayed to the public in any form with the exception of Quantopian.com, the ZACKS Data must be accompanied by attribution to Zacks in an easily readable form within the same display, whether online or in print. If in print, the attribution must read "Data from Zacks Investment Research, Inc.". If online, the attribution must read "Data from Zacks Investment Research, Inc." and the attribution text must be hyperlinked to Zacks' website, http://www.zacksdata.com. A different form of attribution may be permitted upon approval by Zacks. Such approval may be requested by contacting [email protected]

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. All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the parties’ respective addresses set forth on the cover page. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier.

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. Each party agrees to cooperate reasonably and in good faith in the event that Quantopian modifies this License.

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.