This Data Analytics and Consultation Services Agreement (the ”Agreement”) becomes effective on the date of initial login or payment for services, whichever occurs first, known as the Effective Date. The Agreement is between the client (the Client) and Aequatus Technologies LLC, a Delaware limited liability company (”Aequatus”).
- TERMS AND DEFINITIONS
1.1 The following terms have the meanings given below in this Agreement:
”Effective Date” refers to the date when this Agreement becomes valid and enforceable.
”Intellectual Property Rights” encompasses all intellectual property, including research reports, commentaries, inventions (patentable or otherwise, with or without patent protection), proprietary information, trademarks, service marks, trade names, logos, artwork, slogans, know-how, technical data, trade secrets, processes, utility models, computer models, copyrighted materials (including computer software, design materials, user manuals, and related content), and all works protected by similar rights or protections worldwide.
”Materials” refers to all materials (such as documents, reports, voice communications, data, and software) created by Aequatus and delivered to the Client while providing the Service.
”Service” denotes the service provided by Aequatus to the Client as described herein and incorporated by reference as though fully set forth.
- SERVICE DELIVERY
2.1 Subject to the Client’s payment of the Fees in clause 4.0, WE will provide the Service to the Client. The Client agrees to use the Service strictly according to this Agreement’s terms (including, but not limited to, clause 5).
2.2 Aequatus commits and guarantees to use reasonable skill and care in delivering the Service and to provide the Service in a prompt and efficient manner.
2.3 This Agreement does not restrict Aequatus from offering services, including identical or similar services to the Service, to any third party, regardless of whether such third party engages in similar business activities as the Client.
2.4 When providing the Service and/or Materials to the Client, Aequatus does not guarantee the information’s accuracy. The Client accepts the Services ”as is” and for ”informational purposes only,” acknowledging their ability to make independent investment decisions. The Services and/or Materials are not investment advice, and the Client must not rely on them when making investment decisions.
2.5 Aequatus does not provide specific recommendations for securities or derivative instruments and does not endorse the buying or selling of any security or investment based on the Client’s investment objectives. Aequatus does not guarantee the accuracy, completeness, or timeliness of the Information. As detailed below, Aequatus offers no warranty of any kind concerning the provided Information.
2.6 The Service and its features are for informational purposes only and should not be considered any investment advice. You should not rely solely on Aequatus’s information when making any investment. Instead, use such information as supplementary information or a starting point for conducting additional independent research to form your own opinion about investments and trading strategies and/or choices.
2.7 The Service provided by Aequatus does not represent a solicitation to buy or sell securities. By using the Service, you assume full responsibility for all gains and losses, financial, emotional, or otherwise, that you may experience or incur. The Service is not intended to offer tax, legal, or investment advice, which you should obtain from a professional advisor before making any investment discussed in the Information.
In exchange for using the Service, you agree: (a) to provide accurate, current, and complete information in all significant aspects, as requested by Aequatus and (b) to update such information to maintain its accuracy, currency, and completeness in all significant aspects. If any information you provide is inaccurate, outdated, incomplete, or false in any significant aspect, Aequatus has the right to terminate and refuse any and all current or future use of the Service.
- INITIATION AND TERM
This Agreement, including the provision of the Service, begins on the Effective Date and continues until terminated by either party according to this Agreement’s terms.
- PAYMENT
4.1 The Client should make payments to Aequatus following the payment instructions communicated to the Client.
- SERVICE USAGE
5.1 The Client commits to ensuring that the Service User uses the Service and Materials solely for their purposes and refrains from distributing or redistributing the Service or Materials, including publications, to third parties, such as other employees or agents of the Client. The Client acknowledges that Aequatus may use technology to distribute materials and monitor any unauthorized distribution of its materials, including publications, in violation of clause 5.1.
5.4 The Client agrees to use the information and data generated by Aequatus for informational purposes only. Aequatus does not provide the Service as advice for purchasing or selling securities or specific types or classes of securities, timing or planning transactions in securities, or movements, trends, or patterns affecting securities markets.
- INTELLECTUAL PROPERTY RIGHTS
6.1 Aequatus exclusively owns and retains all intellectual property and proprietary rights in the Service and/or Materials (in all forms and media, regardless of transmission method) created by Aequatus during this Agreement’s term.
6.2 Aequatus grants the Client a non-transferable, non-exclusive, revocable, limited license to use the Service and Materials for their internal business purposes only, during the term of and in strict accordance with this Agreement. The Client has no rights to the Service and Materials other than those expressly stated in this Agreement.
6.3 Upon termination of this Agreement for any reason, the license granted herein to the Client immediately terminates. However, the Client may retain the Materials provided by Aequatus under this Agreement for use in their internal business after this Agreement’s termination.
- CONFIDENTIALITY
7.1 The Client agrees to maintain the confidentiality of all information regarding Aequatus’s business affairs and practices (”Confidential Information”), even if such information is not labeled as ”confidential.” The Client agrees not to disclose Confidential Information, including research reports, to any third party without Aequatus’s prior written consent.
7.2 The Client may disclose Confidential Information if legally required or requested by a regulatory authority, provided that the Client promptly notifies Aequatus that such Confidential Information must be disclosed. Before disclosing the information, the Client must allow Aequatus the opportunity to challenge the disclosure requirement unless doing so would place the Client in violation of a court order or other competent jurisdiction authority.
7.3 The confidentiality obligation in clause 7.1 does not apply to Confidential Information that:
7.3.1 The Client already possessed before any discussions or arrangements with Aequatus, including the Service’s subscription trial period;
7.3.2 Was publicly available when the Client received it or has since become publicly available without breaching this Agreement or any other confidentiality duty.
7.4 Clause 7 remains in effect after this Agreement’s termination.
- LIABILITY
8.1 The Client recognizes that Aequatus has no Agreementual relationship with Service Users, and as such, the Client indemnifies Aequatus against any losses, claims, damages, proceedings, or actions suffered by Aequatus as a result of claims from Service Users.
8.2 The Client acknowledges that Aequatus shall not be liable for any losses, including profit losses (whether actual or anticipated, or direct or indirect), special, indirect, economic, or consequential losses (including, without limitation, loss of sales, Agreements, customers, savings, or goodwill).
8.3 Aequatus’s entire liability to the Client, resulting from or connected to this Agreement and the Service, including without limitation, breach of Agreement, misrepresentation (except fraudulent misrepresentation), and tort (including negligence), is limited to $800. Nothing in this Agreement prevents the Client from seeking remedies under federal or state securities laws.
- TERMINATION
9.1 This Agreement remains valid for an initial term conveyed to the client. Either Aequatus or the Client may end this Agreement by submitting a written notice to Aequatus no less than thirty (30) days in advance. However, the Client may not terminate this Agreement under this clause 9.1 before the first anniversary of the Effective Date.
9.2 Any party may terminate this Agreement with written notice if:
9.2.1 the other party violates any provision of this Agreement, and if the violation is remediable, it has not been addressed within thirty (30) days of the notice from the non-breaching party specifying the violation and the required remedy steps; or
9.2.2 the other party experiences insolvency, an inability to pay debts, enters compulsory or voluntary liquidation (excluding voluntary liquidation for reorganization), reaches a compromise with or holds a meeting of its creditors, appoints a receiver, manager, administrative receiver, or administrator over its assets, ceases business operations, or undergoes similar or equivalent action in another jurisdiction.
9.3 Aequatus may terminate this Agreement without notice, provided that unearned fees are refunded to the Client, if:
9.3.1 a third-party information or service provider informs Aequatus that it has infringed another party’s Intellectual Property Rights and is unable to supply the necessary information or services to Aequatus; or
9.3.2 regulatory, legal, or other circumstances render the continued provision of the Service impossible.
11.1 Force Majeure
If a party is unable to fulfill its obligations under this Agreement (excluding the Client’s obligation to pay Subscription Fees) due to significant events or circumstances beyond its control, the party will not be considered in breach of the Agreement. If these events or circumstances persist for over sixty days, either party may terminate this Agreement immediately by providing written notice to the other party.
11.2 Dispute Resolution
11.2.1 The parties agree to make efforts to resolve any disputes within ten (10) business days from when either party brings the dispute to the other’s attention.
11.2.2 If the dispute remains unresolved after ten (10) business days, the parties agree to submit the dispute to mediation. The parties will attempt to resolve the dispute through mediation for twenty (20) business days or a longer period agreed upon in writing between the parties.
11.2.3 If the parties fail to resolve the dispute after thirty (30) business days (or a longer period agreed upon between the parties as per clause 10.2.2), either party may submit the dispute to a court, tribunal, or another appropriate body for resolution.
11.2.4 Nothing in clause 10.2 precludes either party from seeking urgent or equitable injunctive relief in an appropriate court.
11.3 Notification
All required or allowed notices under this Agreement from one party to the other must be provided in writing at the stated address or an updated address known by the parties, including up-to-date email addresses. Notices must be sent via certified mail, hand delivery, email, or courier service, directed to the individuals who signed this Agreement (which can be altered periodically by notification following this clause 11.3).
11.4 Transfer of Rights
Neither party can transfer their rights under this Agreement without obtaining the prior written consent of the other party.
11.5 Modifications
Changes, amendments, or modifications to this Agreement are not allowed unless agreed to in writing and signed by an authorized representative of each party involved in this Agreement.
11.6 Forbearance
No delay or failure by either party to exercise or enforce any right granted by this Agreement or by law, or any custom or practice contradicting the terms of this Agreement, will constitute a waiver of such rights under this Agreement or prevent the exercising or enforcement of any such right in the future.
11.7 Divisibility
Should any provision of this Agreement be deemed invalid or unenforceable, in whole or in part, that provision or part will be considered separate from this Agreement. The validity and enforceability of the remaining provisions of this Agreement will not be affected.
11.8 Complete Agreement
This Agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings between them concerning the subject matter. All other terms and conditions, whether expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law. Changes to this Agreement are only valid if made in writing and signed on behalf of the parties.
11.9 Applicable Law
The interpretation, construction, validity, and administration of this Agreement will be governed by the substantive laws of the State of Delaware.
11.10 Acceptance of Agreement
Aequatus’s offer of this Agreement to the Client will remain open for acceptance by the Client for thirty (30) business days from the Commencement Date stated above. The Agreement will become effective when Aequatus receives the signed and dated Agreement, without modification, from the Client.