Third Party Data Terms of Use

These Third Party Data Terms of Use, as may be updated from time to time (the “Third Party Data Terms of Use”) apply to Third Party Data (defined below) accessible via the Software, Services and Data as may be made available by Envestnet (collectively, the “Services”). All references to “Envestnet” shall mean Envestnet Asset Management, Inc. and its affiliates, including Envestnet Financial Technologies, Inc., Envestnet Portfolio Solutions, Inc., Envestnet Retirement Solutions, LLC, FDX Advisors, Inc., Folio Dynamics Inc. (doing business as FolioDynamix), MoneyGuide, Inc., QRG Capital Management, Inc., and Tamarac Inc., and/or its relevant service affiliates.

In the event of any conflict between the Third Party Data Terms of Use and the terms set forth in the Agreement, including any exhibit(s), attachment(s) or statement of work(s) (each, an “Attachment” to the Agreement), the Third Party Data Terms of Use shall prevail and govern Licensee’s access and use of the relevant Third Party Provider’s content via Envestnet’s Services.

The following provisions apply to all Third Party Data made available via the Services from any Third Party Provider:

  1. Envestnet will, amongst others, use data compiled and/or prepared by third party data providers (“Third Party Providers”) in the delivery of the Services. Third Party Data is not owned by Envestnet, and  each user on behalf of itself and its Authorized User(s) (collectively, “Licensee”) may be required to obtain permission directly from Third Party Providers to use Third Party Provider information, data, and/or content (“Third Party Data”) and may be subject to additional fees.
  1. Licensee agrees and acknowledges that Third Party Data in the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, respective owners, and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to third parties, and that in such event money damages may not constitute sufficient compensation to third parties; consequently, Licensee agrees that in the event of any misappropriation or misuse, Envestnet and its Third Party Providers shall have the right to obtain injunctive relief in addition to any other legal or financial remedies.
  1. Third Party Data is not investment advice, and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the Third Party Data is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions. Third Party Providers, including their affiliates and their third-party suppliers, have exclusive proprietary rights in the Third Party Data and any information and software received in connection therewith.
  1. NEITHER ENVESTNET, ITS THIRD PARTY PROVIDERS NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE THIRD PARTY DATA. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER ENVESTNET, ITS THIRD PARTY DATA PROVIDERS NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS REGARDING THIRD PARTY DATA NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL REGARDING THIRD PARTY DATA, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL THE LIABILITY OF A THIRD PARTY PROVIDER OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY LICENSEE TO THE THIRD PARTY PROVIDER OR ITS AFFILIATE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, NEITHER ENVESTNET, ITS THIRD PARTY DATA PROVIDERS NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES REGARDING THIRD PARTY DATA DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
  1. Licensee shall not use or permit anyone to use the Third Party Data for any unlawful or unauthorized purpose, as determined by the Third Party Provider (additional information for specific Third Party Providers is provided below). Third Party Data is being provided for Licensee’s internal use only and Licensee is not authorized or permitted to publish, distribute or otherwise furnish such information or software to any third party without prior written approval of Envestnet and/or the specific Third Party Provider. Licensee shall not use or permit anyone to use the Third Party Data for the purpose of creating financial products or a security master.
  1. Access to Third Party Data is subject to termination in the event that any agreement between Envestnet and the Third Party Provider in question terminates for any reason. Third Party Provider may enforce their respective rights against Licensee as the third-party beneficiary of the Agreement between Envestnet and Licensee, even though they are not a party to the Agreement between Envestnet and Licensee.
  2. Licensee acknowledges and agrees that the terms and conditions shall survive any termination of its right of access to the Platform, Envestnet’s Software, Services and Data (collectively, “Services”).

The following provisions apply to Third Party Data made available via the Services from the specific Third Party Provider, as applicable, and are binding upon the Licensee. Where Licensee receives any Third Party Data that includes pricing of any securities, whether indicative or otherwise (“Valuations”), additional Valuation Terms below apply and are binding upon the Licensee:

 

ASX Operations Pty Ltd

Subscriber acknowledges that the period of delay for filings and annual reports from ASX Operations Pty Ltd made available through the Services is at least 20 minutes after such information is released by the Australian Securities Exchange.

 

Standard & Poor’s CUSIP

1. Licensee agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Any use by Licensee outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Licensee agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

Licensee agrees that Licensee shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Licensee further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the COS.

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Licensee agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

2. Terms applicable to delivery of CGS data via Envestnet’s Software, Services and Data, Envestnet Content, and the Platform, including download facilities for the Authorized Users, on an ad-hoc basis, and limited portions of CGS Data solely:

Licensee agrees and acknowledges its and its Authorized Users compliance with the following restrictions relating to downloading and redistributing CGS Data:

  • Each Authorized User is issued a unique password. No transferring or sharing of passwords is permitted by Envestnet.
  • Each Authorized User may download CGS Data to a desktop/computing device used solely for such Desktop User’s individual use and not for any centralized, interdepartmental or shared use;
  • Once downloaded to an Authorized User’s desktop/computing device, the CGS Data must remain on such Authorized User’s desktop/computing device and may not be uploaded, copied, transferred to, stored or managed in any other desktop/computing device, including that of another Authorized User, or any device, directory, database or other repository that is shared or can be accessed by others (e.g. the download functionality may not be used to populate master security databases);
  • Authorized Users may download CGS Data only as a convenience in connection with Authorized Users’ use of the Global Access and not as an alternative to obtaining the CGS Data from and/or pursuant to an agreement with CGS.
  • Envestnet will report to CGS, via the Portal within fifteen (15) business days following the end of each calendar quarter, the Contact Information for those Licensees that have at least one Authorized User that has downloaded more than: (a) 3,000 unique CUSIP Identifiers, or (b) 3,000 unique CINS Identifiers, or (c) 3,000 unique CGS ISIN Identifiers for three (3) consecutive months

3. Terms applicable to delivery of CGS data via Envestnet services:

Envestnet may provide GCS data to the Licensee only subject to Authorization from CGS.

 

FTSE Industry Classification Benchmark (ICB) Classifications

To the extent the Services incorporate ICB classifications, Licensee acknowledges and agrees that Subscriber is required to obtain a license from the Financial Times Stock Exchange for ICB, to access, use and distribute the aforementioned data. In the event Licensee accesses or uses ICB classifications (if any) via the Services, Licensee hereby represents and warrants to S&P that it has entered into such a license agreement with S&P and the Financial Times Stock Exchange which (i) permits the distribution of the foregoing data elements incorporated into the Services, (ii) covenants that it shall maintain such license agreements in full force and effect during the term of this Agreement, and (iii) shall use the data only in compliance with the terms and conditions of such licenses (including, but not limited to, the display of any required legal notices and disclaimers).

Certain government bond and mortgage pricing data (as indicated in the FTSE Fixed Income Index Guide and/or Factsheet) contained in the Third Party Data are provided by Citigroup Global Markets Inc. (“Citi”). Where Licensee redistributes, discloses or otherwise makes available to others (including in any report or other document in any form, print or electronic) such government bond or mortgage pricing data, either on a standalone basis or as part of an Index, Licensee shall also disclose that such data is “Citi Trader Pricing.”

 

Interactive Data Corporation

  1. Interactive Data Corporation and/or its affiliates (collectively, “IDC”) are third party data providers to certain components or aspects of the Services. Licensee’s use and/or distribution of IDC data (“Data”) made available through the Services are subject to the following additional terms and conditions.
  1. To the extent Licensee is licensing a non-data feed Service (for example, Envestnet’s platform-based Services), Subscriber may not use Data in conjunction with Investment Accounting Activities. “Investment Accounting Activities” means back office accounting functions customary in the securities industry, including, but not limited to, trust accounting, fund accounting, brokerage activities, trading and settlement management and reporting, order execution, inventory control, NAV calculation brokerage activities, trading and settlement management and reporting, order execution, inventory control, NAV calculation and portfolio valuation for accounting purposes and general back office management of financial and operations functions.
  1. NEITHER IDC, ITS AFFILIATES NOR THEIR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER AND SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY ERRORS, OMISSIONS OR MALFUNCTIONS IN THE SERVICES. The Services should not be relied on and are not a substitute for the skill, judgment and experience of Licensee, its management, employees, advisors and/or their clients in making investment and other business decisions. IDC disclaims all warranties and representations for the results obtained by the use of the Services by Licensee or as to the performance thereof. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable securities law.
  1. In the event Licensee is licensed to use the Services to create derived data or derivative works from the Data contained within the Services (“Derived Data”), then such Derived Data shall (a) have their own numerical value separate and apart from the underlying Data points contained within the Services; (b) cannot be reverse-engineered back, disassembled or decompiled into the Data by reasonably foreseeable means; and (c) the creation of which and use of during the Term and post-termination (in the event post-termination rights are granted) are subject to the terms of Licensee’s license agreement with Envestnet for the Services.
  1. In the event Licensee is licensed to use the Services for a Litigation Purpose, Licensee agrees to fully defend, indemnify and hold harmless IDC from any liabilities or costs, including reasonable attorney’s fees, arising out of use of the Data within the Services for the Litigation Purpose, including compliance, response or objection to a subpoena or participation in any proceeding related to the Litigation Purpose as a non-party. A “Litigation Purpose” is any use of Data in any litigation, arbitration, mediation or similar purpose. Notwithstanding anything to the contrary herein, under no circumstances may Licensee use Data for a Litigation Purpose that involves price validations for evaluated pricing, without obtaining IDC’s prior written consent.
  1. In the event that Licensee at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (a) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by IDC and/or Interactive Data Pricing and Reference Data, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (b) IDC’s/Interactive Data Pricing and Reference Data’s methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in IDC’s/Interactive Data Pricing and Reference Data’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (c) Licensee must decide on the appropriateness of use of evaluations and other pricing data provided via the Service in Licensee’s applications, regardless of any efforts made by IDC/Interactive Data Pricing and Reference Data in this respect. Licensee shall indemnify and hold Interactive Data Pricing and Reference Data completely harmless in the event that errors, defects, or inappropriate evaluations are made available via the Service or the Data.
  1. Licensee shall indemnify IDC and its third party suppliers against and hold them harmless from any and all losses, damages, liability, costs, including reasonable attorney’s fees, arising from any claim or demand against IDC or their third party suppliers brought by a third party arising out of or related to use of the Data, except that the foregoing indemnity obligation shall not apply in the case of claims arising out of IDC’s or its third party suppliers’ infringement of a copyright, database right, trademark, or patent provided Licensee is in compliance with the terms and conditions of the Agreement and the applicable Attachment(s). With respect to Licensees that are governmental entities, agencies or academic institutions, the foregoing indemnity requirement shall not apply if compliance would violate (a) a statute or regulation applicable to Licensee, or (b) a bylaw or equivalent governing instrument of Licensee in existence at the time the Licensee enters into the Attachment that incorporates this Schedule.
  1. Licensee agrees that IDC may enforce its rights against Licensee as an intended third-party beneficiary of the Agreement, even though IDC is not a party to the Agreement.
  1. For existing IDC clients, the following shall apply: Licensee shall not cancel or fail to renew delivery of data directly from Interactive Data (the “IDC Data”) with the intention of replacing such data, and so replace such data, with the data provided to Licensee by Envestnet hereunder. If Licensee breaches the immediately preceding sentence, Envestnet shall have the right to terminate delivery of such data on thirty (30) days’ notice. To avoid such termination, Licensee may pay to Envestnet an amount equivalent to 100% of the fees paid by Licensee for the cancelled services of Interactive Data during the immediately preceding twelve (12) month period, or if Licensee was a client of IDC’s for less than twelve (12) months, an amount equal to the fees actually paid by such Licensee as annualized. Such payment, if any, shall be made within twenty (20) days of notice of Envestnet intention to terminate delivery of such data. Notwithstanding the foregoing, Envestnet shall not terminate the delivery of such data to the extent Licensee’s termination of delivery of IDC Data directly from IDC has not occurred within forty-five (45) days of the Commencement Date of the relevant Pricing Schedule and Licensee certifies that it has not cancelled or failed to renew its delivery of IDC Data from IDC with the intention of replacing such data with the data provided to Licensee by Envestnet hereunder.
  1. Valuation Data. In the event that Licensee at any time receives Third Party Data from IDC containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions shall also apply:

Evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by IDC, may consistently generate approximations that correspond to actual "traded" prices of the instruments; (b) IDC’s methodologies used to provide the pricing portion of certain Index Data may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in IDC’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (c) Licensee assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided by IDC via the Third Party Data in Licensee’s applications, regardless of any efforts made by IDC in this respect. Licensee shall indemnify and hold IDC completely harmless in the event that errors, defects, or inappropriate evaluations are made available via the Data. IDC shall not be liable for any claim that arose more than one year prior to the institution of suit therefor.

 

Moody’s

  1. Licensee agrees and acknowledges that the Moody’s data and information is and shall remain the valuable intellectual property owned by, or licensed to, Moody’s Investors Service, Inc. (“Moody’s”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Licensee agrees that misappropriation or misuse of such materials shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, Licensee agrees that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
  1. Licensee acknowledges that the Service incorporates portions of the Moody’s Identifier database furnished by Moody’s Analytics, Inc. Under terms of Envestnet’s agreement with Moody’s, Envestnet is prohibited from including any portion of the Moody’s Identifier database in the Service unless Licensee has entered into a license agreement with Moody’s. Licensee hereby represents and warrants to Envestnet it has entered into such a license agreement with Moody’s which (a) permits the distribution of the portions of the Moody’s Identifiers database incorporated in the Service, (b) covenants that it shall maintain such a license agreement in full force and effect during the term of this Agreement, and (c) shall use the data only in compliance with the terms and conditions of such license (including, but not limited to, the display of any required legal notices and disclaimers). Further, Licensee expressly agrees, on behalf of itself and each other person or entity that it permits to use any Moody’s data or information (“User”), and (c) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor; and each provider of credit support for each security that it may consider purchasing, holding or selling.
  1. Moody’s hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s have, prior to assignment of any rating, agreed to pay to Moody’s for the appraisal and rating services rendered by its fees ranging from $1,500 to $2,400,000. Moody’s Corporation (MCO) and its wholly owned credit rating agency subsidiary, Moody’s Investors Service (MIS) also maintain policies and procedures to address the independencies of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody’s website at www.moodys.com under the heading “Shareholder Relations” Corporate Governance- Director and Shareholder Affiliation Policy.
  1. The terms and conditions set forth in this Section are the result of various regulatory and/or legal requirements relating to usage of the Services. This Section may be amended by Envestnet and/or Moody’s at any time upon prior written notice to Licensee. The following paragraph shall govern the provision or use of Moody’s identifiers in, or distribution thereof into Australia Moody’s Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 10, 1 O’Connell St., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 383569 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The products and services provided to Licensee under this Agreement that consist of financial product advice will be arranged by MA Australia under its AFSL and provided by Moody’s to Licensee. Moody’s and MA Australia have entered into an arrangement under which MA Australia has assumed responsibility for any acts or omissions by Moody’s in relation to any financial product advice provided hereunder by Moody’s. Licensee hereby represents and warrants that it is a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia), and Moody’s provisions of the Data to Licensee is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the Agreement. In addition, Licensee acknowledges that the Data is not intended for use by and shall not be distributed to any person in Australia other than a Wholesale Client, and Licensee covenants and agrees that it will not distributed to any person in Australia other than a Wholesale Client, and Licensee covenants and agrees that it will not distribute any Moody’s Ratings and/or related research to a person in Australia other than a Wholesale Client.

 

Refinitiv

  1. Refinitiv or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, Edatabase rights, trade secrets, know-how and all other intellectual property rights or forms of protection of similar nature, or having equivalent effect, anywhere in the world, in Refinitiv’s data and Licensee is not granted any proprietary interest therein or thereto. Refinitiv’s data constitutes confidential and trade secrets of Refinitiv or its third-party providers. Display, performance, reproduction, distribution of, or creation of derivative works of improvements from Refinitiv’s data in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of Refinitiv. Any copying, republication or redistribution of Refinitiv content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Refinitiv.
  1. Licensee may use Refinitiv’s data for internal purposes only. Licensee may copy, past and distribute only an insubstantial amount of Refinitiv’s data contained in the Services provided that: (a) the distribution is incidental to or supports Licensee’s business purposes, (b) the data is not distributed by Licensee in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (c) where practicable, clearly identifies Refinitiv or its third party providers as the source of the data. Data will be considered in “insubstantial amount” if such amount (i) has no independent commercial value, (ii) could not be used by the recipient as a substitute for any product or service (including any download service) provided by Refinitiv or a substantial part of it. Licensee shall not provide Refinitiv’s data to any person whose primary business function is that of information retrieval or the distribution/redistribution of data.
  1. To the extent that Refinitiv’s data contains any third party data referred to in the third-party provider additional terms page set forth on https://www.refinitiv.com/en/policies/third-party-provider-terms, the terms set forth on such third-party provider additional terms page shall apply to Licensee. To the extent the Refinitiv provides data and information originating from the London Metal Exchange (“LME Data”), Licensee agrees that such LME Data will only be used by Licensee for its internal purposes, and furthermore, that if LME Data has not been published by the London Metal Exchange, LME Data shall not be used: (a) as the basis for settlement of a contract on an exchange or other trading platform which is not operated by the London Metal Exchange or its affiliates, or (b) in any other manner which is competitive with the operations of the London Metal Exchange or its affiliates.
  1. Licensee shall not use Refinitiv’s data for any Investor Relations Business. For purposes of this Agreement, Investor Relations Business means any business that provides any of the following services: (a) desktop solutions, (b) investor relations advisory services (including investor targeting services), (c) investor relations webhosting, and (d) multimedia webcasting or video communications solutions for investor relations, public relations, corporate marketing and corporate communications professionals, and in each case to end users that use such services to perform corporate investor relations, public relations, corporate marketing and corporate communications functions for or on behalf of any person.
  1. Licensee acknowledges that access to certain elements of Refinitiv’s data may cease or may be made subject to certain conditions by Refinitiv or upon the instructions of the third party provider of those elements. Upon termination or expiration of this Attachment or Agreement, all rights granted hereunder shall immediately terminate and Licensee shall cease to use Refinitiv’s data and delete or destroy all copies thereof in its possession or control.
  1. NEITHER REFINITIVE NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF REFINITIV’S DATA WILL BE UNINTERRUPED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. USE OF REFINITIV’S DATA AND RELIANCE THEREON IS AT LICENSEE’S SOLE RISK. NEITHER REFINITIV NOR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO LICENSEE OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE REFINITIV’S DATA, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF REFINITIV’S DATA. WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANT OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER.
  1. IN NO EVENT WILL REFINITIV OR ITS THIRD PARTY PROVIDERS BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATIONS DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH REFINITIV’S DATA EVEN IF REFINITIV OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, REFINITIV OR ITS THIRD PARTY PROVIDERS SHALL NOT BE LIABLE TO SUBSCRIBER IN ANY MANNER FOR ENVESTNET’S PRODUCTS OR SERVICES.
  1. Data Feeds are subject to the same limitations on distribution as those described in the Agreement except that no portions of these Data Fees may be distributed directly to third parties without prior permission from Envestnet. To the extent Data Feeds include data provided by Refinitiv via FTP, such delivered files may not be used by Licensee in conjunction with a job or function which performs databasing and screening large amounts of information to perform backtesting, factor analysis, and/or portfolio simulations in connection with developing investment/trading strategies.

 

S&P Global Ratings

  1. Licensee agrees and acknowledges that the S&P Ratings and S&P Ratings Reports (together, “S&P Ratings”) are and shall remain the valuable intellectual property owned by, or licensed to, S&P Global Ratings and/or its affiliates, and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein.
  1. Licensee agrees that it shall not publish or distribute in any medium the S&P Ratings or any information contained therein or summaries or subsets thereof to any person or entity except as may be permitted in a separate subscription or distribution agreement between Licensee and Envestnet; notwithstanding the foregoing, Licensee may exercise the distribution rights (if any) granted with respect to Envestnet data generally under the agreement governing the Services providing Licensee with access to S&P Ratings. Licensee further agrees that the use of information from the Services is not intended to serve in any way as a substitute for a license and/or service directly from Envestnet. Licensee shall not use or permit anyone to use the information or software provided through the Services for any unlawful or unauthorized purpose.
  1. In the event that Envestnet provides Licensee with the ability to download limited portions of the S&P Ratings information from the Services, Licensee agrees that, unless it has a direct license agreement with S&P that permits otherwise: (a) S&P Ratings data and information obtained from the Services may not be centrally managed or stored in a centralized or interdepartmental database management system utilizing features, such as indexes, for dynamic report building; (b) Licensee may not network S&P Ratings data and information obtained from the Services; and, (c) the download functionality in connection with information from the Services shall only be used as a convenience in connection with the Services and not as a substitute for a direct agreement and/or S&P Ratings service directly from S&P. For avoidance of doubt and by way of example, download functionality may not be used to populate databases not connected with the Services.
  1. Any use of S&P Ratings by Licensee outside of the terms of this Agreement (and the agreement governing the Services providing Licensee with access to S&P Ratings) require a license from S&P, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of materials may cause serious damage to S&P, and that in such event money damages may not constitute sufficient compensation to S&P; consequently, Licensee agrees that in the event of misappropriation or misuse, S&P shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which S&P may be entitled.
  1. County Conditions. The terms and conditions set forth in this Section (“Country Conditions”) are the result of various regulatory and/or legal requirements relating to usage of the Services. Licensee’s use of the Services in the specified jurisdictions is subject to these Country Conditions. This Section may be amended by S&P or Envestnet at any time upon thirty (30) days’ prior written notice to Licensee.
    1. Australia. To the extent S&P Global Ratings’ credit ratings (the “Ratings”) are included in the Services, S&P Global Ratings Australia Pty Ltd. (ABN 62 007 324 852), being the holder of Australian Financial Services License No. 337565 issued pursuant to the Corporations Act 2001 (“SPA”), whose registered office is located at Level 45, 120 Collins Street, Melbourne Vic 3000 Australia, shall provide such portion of the Services to Licensee and S&P shall license to the Licensee the right to use the intellectual property in such portion of the Services and, as owner of such intellectual property, shall receive fees with respect thereto. SPA expressly agrees to be bound by the terms and conditions of this Attachment to the extent it applies to the provision of the Ratings. Licensee accepts and acknowledges that SPA’s provision of the Ratings as part of the Services to Licensee is based on, and conditional on, the veracity and accuracy of Licensee’s representation that it is a “Wholesale Client” (as defined in Chapter 7 of the Corporations Act of 2001 (Australia)). In addition, Licensee acknowledges that Ratings and/or related research licensed to Licensee pursuant to the term of this Attachment, are not intended for, and should not be distributed to, any person other than a Wholesale Client (to the extent such distribution is permitted by this Attachment). In furtherance of the foregoing, Licensee undertakes that (i) it will not pass on any Rating and/or related research to a party who is not a Wholesale Client and (ii) that Licensee will obtain the same undertaking from its own Wholesale Clients (to the extent such distribution is permitted by this Attachment). S&P represents that it is authorized to bind SPA to the terms and conditions set forth in this Attachment to the extent such terms and conditions pertain to the provision of Ratings.
    2. All countries located in Europe, the Middle East or Africa (“EMEA”). In the event Licensee disseminates the Ratings to, or uses Ratings in, any country located in EMEA, Licensee further acknowledges and agrees to the following: the Ratings shall not in any circumstance be used by Licensee where, as part of an effort to sell securities to Retail Investors (as defined below), Subscriber uses the Ratings: (i) to create a type of recommendation; (ii) to create its own interpretation of the Ratings; or (iii) in some other form of “risk classification”. For the purposes of this Attachment, “Retail Investor” shall mean an individual investor who buys and sells securities or other financial products for his/her personal account, and not for another company, individual or organization.

 

SEDOL

With respect to SEDOL codes contained in Third Party Data provided to Licensee, Licensee may not reproduce and/or extract or redistribute such SEDOL codes without the prior written consent of the London Stock Exchange. Licensee acknowledges and agrees that Licensee will be required to sign a separate license (which may be subject to an additional charge) with the London Stock Exchange plc to permit Licensee’s use of SEDOLs.

 

SONIA Interest Rate Benchmark

To the extent Third Party Data provided to Licensee contains SONIA Interest Rate Benchmark(s), SONIA is copyright of the Bank of England. The trademarks “Bank of England” and “SONIA” are registered trademarks of the Bank of England. All Rights Reserved. The SONIA benchmark includes the proprietary information of the Bank of England and the data comprising the benchmark may not be copied or distributed except as specifically authorized. The SONIA benchmark is not intended to be relied upon as authoritative or taken in substitution for the exercise of judgement. The SONIA benchmark is not, and should not be construed as, an offer, bid or solicitation in relation to any financial instrument. The Bank of England does not guarantee, and expressly disclaims any liability for, and makes no representations or warranties whether express or implied, as to the currency, accuracy, timeliness, completeness or fitness for any particular purpose of the SONIA benchmark. The Bank of England accepts no liability whatsoever for any loss (including, but not limited to any direct, indirect or consequential loss, whether or not such loss is foreseeable and whether or not the Bank of England has been appraised of the use to which the SONIA benchmark will be put) howsoever arising from the use, the timeliness of delivery or the failure of delivery of the SONIA benchmark.

 

Tokyo Stock Exchange

To the extent Third Party Data contains information provided by Tokyo Stock Exchange, Licensee acknowledges that all rights in Tokyo Stock Exchange prices vest in Tokyo Stock Exchange. In addition, Licensee agrees and acknowledges that any use of Tokyo Stock Exchange prices may require Licensee to enter into an additional license with Tokyo Stock Exchange. Licensee acknowledges and agrees that the foregoing additional terms and conditions shall survive any termination of Licensee’s right of access to Tokyo Stock Exchange data.

 

Third Party Provider Direct Contracting Requirements

Notwithstanding anything to the contrary in the Agreement or relevant Attachments, unless Licensee has entered into an appropriate license for the following Third Party Provider data and services, Licensee acknowledges and agrees that the Agreement does not grant Licensee any right to use and/or distribute the following Third Party Provider data or information:

  1. ASX Benchmarks Pty Limited: Subscriber is permitted to use this data for internal business purposes only. No dissemination.
  2. Financial Industry Regulatory Authority (FINRA) data and information.
  3. Fitch credit ratings and opinions.
  4. FTSE Industry Classification Benchmark (ICB) classifications.

 

Last update: April 2022