1. General. Thank you for visiting our secure website at https://research.alpha-sense.com (hereinafter, the “Website”). AlphaSense, Inc. (“AlphaSense”, “We” or “Us”) owns and operates this Website. AlphaSense delivers access to certain data and other information and various tools for searching, viewing, analyzing and otherwise using and consuming such data and information (including through reports, emails or other deliverables provided as part of our service offering). Such access, tools and service offering is referred to as “Our Services”. Your use of this Website and Our Services and the information, content and services available through this Website are subject to these Terms of Service (“Terms of Service”).
To the extent you or your employer have an existing License Agreement with AlphaSense, the terms of that License Agreement shall supersede any conflicting terms in this Terms of Service.
We reserve the right to change these Terms of Service from time to time. Please consult the “Terms of Use” link on our public website (www.alpha-sense.com) for important changes to the Terms of Service as AlphaSense may, at any time, and without notice, revise these Terms of Service by updating this posting.
Please read these Terms of Service carefully. By accessing or using the Website or Our Services, you are bound by these Terms of Service and any revisions; you should therefore periodically visit this page to review the current Terms of Service. Access or use of the Website or Our Services following any change to the Terms of Service constitutes your agreement to those changes. If at any time you choose not to accept the terms of these Terms of Service, you should not access or use this Website or Our Services.
AlphaSense may, at its sole discretion, and at any time, discontinue this Website or Our Services or any part thereof, with or without notice, or may prevent your use of this Website or Our Services with or without notice to you. You agree that you do not have any rights in this Website and that AlphaSense will have no liability to you if this Website or any of Our Services is discontinued or your ability to access the Website or any content you may have posted on the Website is terminated.
These Terms of Services are in addition to any other legally binding agreement with AlphaSense or its affiliates that may govern your use of the Website and Our Services. To the extent any such agreement is in writing and conflicts with these Terms of Service, the terms of such written agreement will govern.
2. Authorized Users. You affirm that you are over the age of 18. If you are under 18 years of age, you may not access or use the Website or Our Services absent the consent of a parent or guardian. Subject to these Terms of Service, you may not access or use the Website or Our Services if you are unable to form a legal binding agreement with AlphaSense.
3. Legal Notices. We post legal notices on pages of the Website. You shall not remove these notices or credits, or any additional information contained along with the notices and credits. The Website may contain references to trademarks, copyrighted materials, trade secrets, technologies, products, processes and software and other proprietary rights of AlphaSense or other parties. No license to or right in any such trademarks, copyrighted materials, trade secrets, technologies, products, processes, software or other proprietary rights of AlphaSense is granted to or conferred upon you.
4. AlphaSense Content. All content on this Website or provided as part of Our Services that is provided by AlphaSense, its employees or its licensors (“AlphaSense Content”) is the property of AlphaSense and its licensors, and is protected in the United States and internationally under patent, trademark, copyright, trade secret and other intellectual property laws.
You are authorized to access and use the Website and Our Services and related AlphaSense Content as set forth in these Terms of Service, provided that: (a) your use of the Website and AlphaSense Content as permitted hereunder is solely for your personal, non-commercial use or, to the extent your use is expressly permitted by a legally binding written agreement with AlphaSense, solely for your internal business use in accordance with, and subject to the terms of, such agreement; (b) other than as part of normal use of the features of the Website, you will not copy, distribute or transfer any portion of the Website or AlphaSense Content on any media without the prior written or electronic approval from AlphaSense; (c) you agree that the Website is only intended for manual use, and you will not programmatically access the Website; (d) you will not alter, adapt or otherwise modify any part of the Website or AlphaSense Content other than as may be reasonably necessary to use that part of the Website or AlphaSense Content for its intended purpose; and (e) you will otherwise comply in full with these Terms of Service.
For the sake of clarity, you may not, directly or indirectly, (nor may you permit any third party) to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, taxonomies, vocabularies, or underlying ideas, functionality, logic or algorithms of Our Services; (ii) modify, translate, or create derivative works based on this Website or Our Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use this Website or Our Services; (iv) copy, share, distribute or otherwise make available to anyone who is not an authorized user of Our Services, any screen captures, screen shots, or other such similar information which would necessarily reveal AlphaSense Content to persons not authorized to view such content by AlphaSense, except that you may share such information within your company or organization; (v) use this Website or Our Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (vi) use the Website or Our Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data, or (vii) use, modify, duplicate, print, transmit or distribute in any manner any AlphaSense Content or any other reports, research, materials, data or other information viewed, accessed or provided on this Website or as part of Our Services except as expressly set forth in these Terms of Service or, to the extent your use is expressly permitted by a legally binding written agreement with AlphaSense, solely for your internal business use in accordance with, and subject to the terms of, such agreement.
5. Third Party Data. As part of Our Services, you will have access to third-party information which may include among others SEC filings, annual and interim reports, conference call transcripts, press releases, investor relations presentations, research reports and various investment and financial documents and data (collectively, the “Third Party Data”), which has been independently obtained by AlphaSense from financial markets information services and data vendors, news and information providers, digital media providers, various securities markets, public websites, intermediaries engaged in the aggregation and transmittal of such data, and others (collectively, “Third Party Data Providers”). In the event of a discontinuance or termination of AlphaSense’s access to any Third Party Data Provider, AlphaSense may in its sole discretion replace any such Third Party Data Provider with a commercially reasonable alternative. The Third Party Data is the property of the Third Party Data Providers or others and is protected by copyright. Such Third Party Data is subject to the additional terms available at www.alpha-sense.com/3p-terms (the “Third Party Terms”). As a condition of your use of Our Services, you agree (a) not to use the Third Party Data for any unlawful purpose and not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Third Party Data in any manner beyond the licenses granted herein, within the Third Party Terms and within a legally binding agreement between you and AlphaSense, without the express written consent of AlphaSense and the relevant Third Party Data Provider(s), (b) where practicable, to identify the Third Party Data Provider as the source of Third Party Data and (c) to comply with reasonable written requests by AlphaSense to protect the respective rights of Third Party Data Providers and AlphaSense in the Third Party Data. The Third Party Data Providers are third party beneficiaries under these Terms of Service and shall be entitled (along with AlphaSense or alone) to enforce this Agreement by legal proceeding or otherwise against you for any violations of the usage restrictions on the Third Party Data contained in this Section 5. Your obligations under this provision shall remain in effect after termination of your agreement with AlphaSense and your access to Our Services. ALPHASENSE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL SUCH THIRD PARTY DATA, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND/OR NON-INTERFERENCE.
6. No Infringing Use. AlphaSense respects the intellectual property of others, and we expect our users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users of the Website or Our Services who infringe or attempt to infringe the copyrights or other intellectual property rights of AlphaSense or other rights owners (such as any of our content providers).
7. Security. You agree and understand that you are solely responsible for maintaining the confidentiality of passwords associated with your AlphaSense account. Accordingly, you agree that you will be solely responsible to AlphaSense for all activities that occur under your account. If you become aware of any unauthorized use of your password, or of your AlphaSense account, you agree to notify AlphaSense immediately at: [email protected]
You shall not violate or attempt to violate the security of the Website. Violations of system or network security may result in civil or criminal liability. AlphaSense reserves the right to investigate occurrences which may involve such violations and may involve and cooperate actively with, law enforcement authorities in prosecuting users who have participated in such violations.
8. Ownership. You acknowledge that some AlphaSense Content and other materials accessed as part of this Website or Our Services may be proprietary and are licensed by AlphaSense in connection with Our Services. You acknowledge that, as between AlphaSense and you, all right, title and interest in any AlphaSense Content, this Website or Our Services and any other AlphaSense materials furnished or made available as part of the Website or Our Services, and all modifications and enhancements thereof, including, without limitation, all rights under trade secret, copyright, trademark, patent and other intellectual property rights, belong to and are retained solely by AlphaSense or AlphaSense’s licensors and providers, as applicable, except with respect to materials that are, pursuant to applicable law, made publicly available by a third party and, in such case, solely to the extent so made available and solely in the same unedited, unmodified and unmarked format as so made available. AlphaSense reserves all rights not expressly granted under these Terms of Service.
9. Your Account. You represent that any information you post or provide to AlphaSense by means of this Website, including, without limitation, as part of any registration, application or inquiry, is true, accurate, not misleading and offered in good faith.
You may never use another user’s account without permission or let anyone else use your account. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify AlphaSense as soon as possible of any breach of security or unauthorized use of your account.
10. Privacy. Your privacy is important to us. Our Privacy Policy is incorporated into, subject to and made part of these Terms of Service. To review the AlphaSense Privacy Policy, click www.alpha-sense.com/privacy-policy.
11. Confidentiality. We understand that our users use Our Services to review sensitive and often valuable and proprietary information and that the confidentiality of the nature and details of such usage (for example search queries or any notes kept within specific accounts) is critical to our users. To help safeguard this confidentiality, we maintain strict security protocols to prevent unauthorized access to your account and our employees are contractually bound to maintain the confidentiality of any information regarding your usage of Our Services. AlphaSense commits not to share any information about your specific usage of Our Services with anyone except to the extent required to provide Our Services, to the extent independently developed without reference to any of your proprietary information, as required to comply with applicable law or any legally compelled disclosure, or as part of an aggregated data set containing information regarding other users of Our Services and only on an anonymous basis.
12. Indemnity. You agree to indemnify and hold AlphaSense and its agents and licensors harmless from any claim or demand, including costs or attorneys’ fees, made by any third party due to or arising out of your violation of these Terms of Service or your violation of any rights of another person or entity.
13. Warranty Disclaimer. YOUR USE OF THE WEBSITE OR OUR SERVICES IS AT YOUR SOLE RISK. ALPHASENSE MAKES NO WARRANTY THAT THE WEBSITE OR OUR SERVICES WILL MEET YOUR REQUIREMENTS. OUR SERVICES AND ALL WEBSITE INFORMATION OR ALPHASENSE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT OR SYSTEM INTEGRATION. ALPHASENSE DOES NOT WARRANT THAT THE WEBSITE OR OUR SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ALPHASENSE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, COSTS OR ATTORNEY’S FEES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR USE, ACCESS TO, USE OF OR THE OPERATION OF THE WEBSITE OR OUR SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY AND ALPHASENSE’S SOLE AND EXCLUSIVE LIABILITY TO YOU FOR ANY REASON SHALL BE FOR YOU TO DISCONTINUE YOUR ACCESS TO OR USE OF THE WEBSITE OR OUR SERVICES.
15. Limited Time to Bring Your Claim. You and AlphaSense agree that any cause of action arising out of or related to the Website, Our Services or any AlphaSense Content must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
16. Local Laws; Export Control. AlphaSense controls and operates the Website from its headquarters in the United States of America and the AlphaSense Content may not be appropriate or available for use in other locations. If you use this Website outside the United States of America, you are responsible for following applicable local laws.
17. Miscellaneous. Both you and AlphaSense acknowledge and agree that no partnership is formed, and neither of you nor AlphaSense has the power or the authority to obligate or bind the other.
These Terms of Service will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts-of-laws principles. By using this Website or Our Services, you hereby agree that the exclusive jurisdiction for any and all disputes regarding these Terms of Service shall lie in the federal, state, and local courts of New York City, New York.
These Terms of Service operate to the fullest extent permissible by law. If any provision of these Terms of Service is unlawful, void, or unenforceable, that provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.
If AlphaSense fails to act with respect to your breach or anyone else’s breach on any occasion, AlphaSense is not waiving its right to act with respect to future or similar breaches.
The failure of AlphaSense to comply with the Terms of Service because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of AlphaSense, shall not be deemed a breach of these Terms of Service.
You agree that a material breach of this Agreement adversely affecting the intellectual property rights of AlphaSense or its licensors will cause irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
These Terms of Service constitute a binding agreement between you and AlphaSense, and are accepted by you as a condition for your use of the Website, Our Services or your account. These Terms of Service constitute the entire agreement between you and AlphaSense regarding the use of the Website, Our Services and your account.