TERMS OF USE

TRADEMARK INFORMATION

DISCLAIMER

TERMS OF USE

1. General.
These terms of use (these “Terms of Use”), together with the related Privacy Policy (which can be found here: https://www.alpha-sense.com/privacy-policy/, the “Privacy Policy”), which are incorporated into these Terms of Use by this reference, govern your access to and use of any website (including but not limited to www.alpha-sense.com and http://research.alpha-sense.com), mobile application, desktop application (including but not limited to the AlphaSense Sync desktop application), plugin (including but not limited to the WebClipper plugin for internet browsers) or other media platform that references or links to these Terms of Use (collectively, the “Site”), however accessed or used, and constitute a legally binding contract between you and AlphaSense, Inc., a Delaware corporation (together with its subsidiaries, if any, and other affiliates, “AlphaSense,” “we,” “us” or “our”). By signifying your acceptance of these Terms of Use, or by accessing or using the Site or allowing others to access or use the Site on your behalf or through the use of your AlphaSense user account (“Your Account”), you agree to be bound by these Terms of Use (which may be updated from time to time, as discussed below). Accordingly, you should read and evaluate these Terms of Use and the Privacy Policy carefully before accessing or using the Site, or allowing others to access or use the Site on your behalf, and you should consult your legal and other advisors and make your own informed decision as to whether and how to access or use the Site. Do not access or use the Site if you are unwilling or unable to be bound by the terms of these Terms of Use or any Service Agreement applicable to you (as discussed below in these Terms of Use).

These Terms of Use are in addition to any other legally binding agreement that you may have entered into with AlphaSense that is intended by AlphaSense to govern your use of the Site (each, a “Service Agreement”). To the extent any such Service Agreement is in writing and any terms thereof conflict with the terms of these Terms of Use, such terms of the applicable Service Agreement will govern.

Please consult these Terms of Use periodically as AlphaSense may, at any time, at its discretion and without notice, revise these Terms of Use. The “Last updated” date at the top of this page will reflect the latest date any edits were made. By continuing to access or use the Site after these Terms of Use have been revised, you shall hereby automatically be deemed to be bound by such revised Terms of Use. If at any time you choose not to accept the terms of these Terms of Use, you should immediately discontinue your access to or use of the Site.

AlphaSense may, at its sole discretion, and at any time, discontinue the Site or any part thereof, with or without notice, or may prevent your use of the Site or any part thereof with or without notice to you. You agree that you do not have any rights in the Site and that AlphaSense will have no liability to you if the Site or any part thereof is discontinued or your ability to access the Site or any part thereof or any content you may have posted to any part of the Site is terminated. PLEASE NOTE THAT THESE TERMS OF USE LIMIT ALPHASENSE’S POTENTIAL LIABILITY TO YOU AND MAY SUBSTANTIVELY AFFECT YOUR RIGHTS IN OTHER WAYS AND CONTAIN AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST ALPHASENSE TO BINDING AND FINAL ARBITRATION UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE (SEE “DISCLAIMER;” “LIMITATION OF LIABILITY;” “LIMITED TIME TO BRING YOUR CLAIM;” AND “AGREEMENT TO ARBITRATE” PROVISIONS BELOW). UNLESS YOU OPT OUT: (I) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND (II) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

2. Authorized Users; General Terms.

You must be at least 18 years old to register to access or use the Site. By accessing or using the Site, you represent and warrant that you are over the age of 18 and have the requisite power and authority to enter into and accept the terms of these Terms of Use. Subject to these Terms of Use, you may not access or use the Site if you are unable to form a legal binding agreement with AlphaSense. If you are under 18 years of age, you may not access or use the Site absent the consent of a parent or guardian.

If you are using the Site on behalf of any other person or entity (each, a “Person”), (i) you must be duly authorized by such Person to act on their behalf and have the requisite power and authority to act on behalf of and legally bind such other Person; (ii) if such Person subsequently disputes such power or authority, you hereby agree to provide or execute and deliver such other documents and/or take such other actions required on your part to prove that you have (or had, at all relevant times) such requisite power and authority; and (iii) if such Person disputes such power or authority, you shall be liable and shall indemnify AlphaSense and the other AlphaSense Parties (as defined below) for such dispute and/or for any failure of such Person to comply with the terms of these Terms of Use.

AlphaSense shall issue (or has issued) a password to you for purposes of your access and use of the Site and the Service. You are responsible for maintaining the confidentiality of all passwords associated with Your Account and for ensuring that each password is used only by you. You are entirely responsible for any and all activities that occur under or through the use of Your Account and any all charges incurred from use of the Services accessed under or through the use of Your Account. You hereby agree to immediately notify AlphaSense of any unauthorized use of Your Account or any other breach of security known to you. Without limiting the generality of applicable terms elsewhere in these Terms of Use, AlphaSense shall have no liability for any loss or damage arising from your failure to comply with these requirements.

We grant you permission to use the Site subject to the restrictions and other terms set forth in these Terms of Use. Additionally, as between you and AlphaSense, your use of the Site is at your own risk with regard to any documents, materials, data, information or communications submitted, published, disseminated or transmitted to or through, saved in, displayed on or otherwise contained in or communicated through (collectively, “transmitted through”) the Site (“Content”) other than Content and/or Software (as defined below) that AlphaSense itself posts to or otherwise makes available through or in or in connection with the Site (“AlphaSense Content”), and you waive any claim that you may have against AlphaSense, its affiliates, and their respective officers, directors, members, employees and agents, licensees and customers (collectively, the “AlphaSense Parties,” and each, individually, an “AlphaSense Party”) with regard to any Content transmitted through Site by any Person other than AlphaSense (“Third Party Content”), including but not limited to any Content transmitted through the Site by you or any other Person using Your Account (whether transmitted via email, ftp or other offline means, the Desktop Sync desktop application, bulk upload via research.alpha-sense.com, Web Clipper or other browsers plugins, or through annotations or other notes created in the Site or through any other means (“Your Content”)), any other AlphaSense end-user (each, a “User”) or any third party agents, vendors and/or business partner of AlphaSense (each a “Third Party Provider,” and any such Content of a Third Party Provider, “Third Party Provider Content”), and you agree and acknowledge that neither AlphaSense nor any other AlphaSense Party shall have any liability with regard to any claim that you may have that arises out of or in connection with any Third Party Content. Any dealings you have with any other User or other Person while using (or that otherwise arise out of or in connection with your use of) the Site are between you and such other Person(s), and you agree that the AlphaSense Parties shall not be liable for any loss or claim that you may have against any such other Persons.

3. User Behavior.

You agree that while using the Site you will comply with the following rules (in addition to the other rules set forth elsewhere in these Terms of Use):

  • You will not disobey or breach these Terms of Use, the Privacy Policy, or any other applicable instructions conveyed by AlphaSense (whether via email, posted to the Site or otherwise), or use the Service in any manner or for any purpose other than as expressly permitted by these Terms of Use, the Privacy Policy, any applicable Service Agreement(s) or any other policy, instruction, or terms applicable to the Service that are provided by AlphaSense on or in connection with the Site.
  • You will not violate any Applicable Laws in connection with your access to or use of the Site.
  • Your use of the Site and AlphaSense Content as permitted hereunder shall be solely for your internal business use in accordance with, and subject to the terms of, such Service Agreement.
  • You agree that the Site is only intended for manual use, and you will not access the Site through the use of any “bots” or other software applications that may be used to perform automated tasks or scripts, including accessing or in any way using the Site or the Service.
  • You will not submit or transmit to, through or in connection with the Site: (i) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, racist, or otherwise harmful or objectionable Content of any kind (including, but not limited to, any Content that depicts nudity, sexual conduct or violence); (ii) any Content that infringes upon any third party right (including, but not limited to, any copyright, trademark, right of publicity or privacy, or any other intellectual property or similar rights, as well as rights associated with any recognizable name, voice, person, or image (collectively “Third Party IP”)); (iii) any advertisements or other promotional materials or information for yourself, Your Content or your services, or for any other Person or such Person’s Content or services, in each case, for purposes of advertising or promoting those services; (iv) any software viruses, Trojan horses, worms or any other malicious application or code; (v) any political or promotional opinions, in each case, for the purpose of promoting those opinions; or (vi) any Content which may constitute or encourage conduct that is fraudulent, a criminal offense or civil wrong or otherwise violates any Applicable Laws.
  • While accessing or using the Site, you will not impersonate any Person, make any false statement regarding any Person (including but not limited to, any Person’s employment, agency or affiliation with any other Person), or create false identities for any reason.
  • You will not interfere with or disrupt AlphaSense’s or any other User’s access to or use of the Site.
  • You will not take any action that imposes (or may impose, as determined by us in our sole discretion) an unreasonable or disproportionately large load on our servers or other infrastructure underlying the Site, and you will not use the Site in any way that causes (or is likely to cause, as determined by us in our sole discretion) the Site or access to or use of it to be interrupted, interfered with, damaged or impaired in any way, including but not limited to any use of the Site that in any way interferes with or disrupts servers or networks used by AlphaSense to provide the Service or used by other Users to access the Site or violates any third party regulations, policies or procedures of such servers or networks.
  • You will not “scrape” or otherwise use any data mining, robots, or similar data gathering or extraction methods (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent).
  • You will not publish or disclose to third parties any evaluation of the Site or the Service.
  • You will not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a “spam”) to any other Users.
  • You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithm pertaining to the Site or any software, proprietary documentation or data related to the Site (collectively, “Software”).
  • You will not modify or alter any part of the Site or any AlphaSense Content, and you will not circumvent, disable or otherwise interfere with any security-related feature of the Site or any system resources, services or networks connected to or accessible through the Site.
  • You will not modify, alter, tamper with, translate, repair or create derivative works based on the Site or any AlphaSense Content, Third Party Provider Content or Provided Software.
  • You will not rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Site.
  • You will not (i) use the Site for timesharing or service bureau purposes or otherwise for the benefit of a third party; (ii) sell, lend, rent, resell, lease, sublicense or otherwise transfer to any third party or commercialize the Site (or any part thereof), including but not limited to any Software or AlphaSense Content, or any of the rights granted to you with respect to the Service by AlphaSense; (iii) access or use the Site or the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; or (iv) download or copy any Content from the Site for your own benefit or for the benefit of another merchant, website or other Person, except as contemplated by these Terms of Use.
  • You will not use the Site 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.
  • You will not 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 the Site except as expressly set forth in these Terms of Use or, to the extent your use is expressly permitted by a Service Agreement, solely for your internal business use in accordance with, and subject to the terms of, such Service Agreement.
  • You will not attempt to gain access to the Site, other Users’ accounts, AlphaSense’s computer systems or networks connected to the Site through hacking, password mining or any other similar means.
  • You will not advertise products or services or solicit any other User, whether or not such advertising or solicitation is in the form of unrequested bulk commercial email.
  • You will not remove, obscure or alter any proprietary rights notice pertaining the Site, the Software, the Service, any AlphaSense Content or any Third Party Provider Content.
  • You will not use any meta tags or any other “hidden text” utilizing any of AlphaSense’s names or trademarks without our express written consent.
  • You will not use the Site or any other part of the Service in connection with the operation of nuclear facilities, aircraft navigation, communications systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Site or the Service could lead to death, personal injury or physical property or environmental damage.

You further agree not to cause, encourage or permit any third party to do any of the foregoing on your behalf or in any way with your assistance or collaboration, including without limitation by providing other Persons with your username and password or by otherwise authorizing any third party to access or use the Site.

4. Legal Notices.
From time to time, we have or will in the future post legal notices to the Site. You shall not remove these notices or credits, or any additional information contained along with the notices and credits. The Site may contain references to trademarks, copyrighted materials, technologies, products, processes and software and other proprietary rights of AlphaSense or other Persons. Except as necessary for your access to and use of the Site as contemplated by these Terms of Use, no license to or right in any such trademarks, copyrighted materials, technologies, products, processes, software or other proprietary rights of AlphaSense is granted to or conferred upon you.

5. AlphaSense Content; Ownership.
You acknowledge that some AlphaSense Content and other materials accessed as part of the Site may be proprietary to AlphaSense or may be licensed to AlphaSense by Third Party Providers. You acknowledge and agree that, as between AlphaSense and you, to the fullest extent permitted by Applicable Laws, all right, title and interest in and to the Site and any AlphaSense Content, and all modifications and enhancements thereof or thereto, including, without limitation, all rights under copyright and patent and other intellectual property rights, belong to and are retained solely by AlphaSense or AlphaSense’s licensors and providers, as applicable. AlphaSense reserves all rights not expressly granted under these Terms of Use.
You are authorized to access and use the Site and related AlphaSense Content as necessary for your access to and use of the Site as contemplated by these Terms of Use, provided that you continue to, at all times, comply in full with these Terms of Use.

6. Your Content; No Infringing Use.
You acknowledge and agree that AlphaSense is not the owner of and shall not be responsible for Your Content or any other Third Party Content. You also acknowledge and agree that we don’t, and could not effectively, control, verify, or endorse Your Content or any other Third Party Content.

PLEASE BE AWARE THAT (i) VIDEOS, ARTICLES, DOCUMENTS AND/OR OTHER CONTENT THAT YOU UPLOAD TO THE SITE (WHICH WOULD CONSTITUTE PART OF YOUR CONTENT) MAY BE PROTECTED BY COPYRIGHT AND OTHER LAWS REGARDING INTELLECTUAL PROPERTY RIGHTS; (ii) IF ANY OF YOUR CONTENT CONTAINS OR DEPICTS ANY THIRD PARTY IP, THE HOLDER OF THE RIGHTS TO SUCH THIRD PARTY IP MAY HAVE THE RIGHT TO CLAIM THAT USE OF SUCH CONTENT (INCLUDING BUT NOT LIMITED TO IN CONNECTION WITH YOUR USE OF THE SITE) INFRINGES ON THE OWNER’S INTELLECTUAL PROPERTY RIGHTS; AND (iii) YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS THE ALPHASENSE PARTIES FOR, ANY AND ALL RISK ASSOCIATED WITH YOUR CONTENT, INCLUDING BUT NOT LIMITED TO ANY CLAIM ASSERTING THAT YOUR CONTENT (OR ANY PORTION THEREOF), AND/OR THE STORING IN OR SUBMISSION OR TRANSMISSION TO, THROUGH OR IN CONNECTION WITH THE SITE, INFRINGES UPON ANY THIRD PARTY IP RIGHTS.

In addition to any and all other agreements, acknowledgements, representations and warranties that you make in these Terms of Use, as of the date you accept and agree to these Terms of Use:

  • You acknowledge and agree that you will: (i) ensure that Your Content (including the storage or transmission thereof) complies with these Terms of Use and any and all Applicable Laws; (ii) promptly handle and resolve any notices and claims relating to Your Content, including any notices sent to you by any Person claiming that any content violates any Third Party IP rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (iii) maintain appropriate security, protection and backup copies of Your Content, which may include, your use of additional encryption technology to protect Your Content from unauthorized access.
  • You represent and warrant that you have the full legal right, power and authority to use Your Content in connection with your use of the Site and to grant the rights granted by you to AlphaSense with regard to Your Content in these Terms of Use.
  • You agree that you may not state or imply that Your Content is in any way sponsored or endorsed by AlphaSense or that you are the owner of any AlphaSense Content.
  • No portion of Your Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in the Agreements, and all of Your Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or any other hardware or computer system or Software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
  • None of Your Content has been obtained, created or submitted to us in violation of any Applicable Law.
  • None of Your Content is subject to any terms or condition that might be breached by such Content being used as contemplated by these Terms of Use and any applicable Service Agreement(s).
  • If after you submit Your Content to us, you receive any notice or otherwise learn in any way that any of the representations made by you in above were not accurate, complete and not misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, remove the Content from the Site.
  • You acknowledge that AlphaSense has policies and processes which must be adhered to prior to Content being posted on the Site. You further acknowledge and agree that AlphaSense does not and cannot review all Content uploaded to the Site and is not responsible for the content, quality, or consequences of you uploading any of Your Content to the Site, and AlphaSense reserves the right to delete, move, refuse to accept or edit any Content (including but not limited to Your Content) that AlphaSense may determine, in its sole discretion, violates or may violate the terms of the AlphaSense Terms of Use, any Third Party IP right(s), any of the policies of any other Person or is otherwise unacceptable, in AlphaSense’s sole discretion.

AlphaSense respects the intellectual property of others, and we expect all Users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of any User who infringe or attempt to infringe the copyrights or other intellectual property rights of AlphaSense or any Third Party IP rights.

We provide functions that allow you to control who may access Your Content. You acknowledge that, if you enable the features that allow you to share Your Content with others, anyone you’ve shared Your Content with (including the general public, in certain circumstances) may have access to Your Content. Furthermore, you agree that any such Content can be read by the operators and/or other agents of AlphaSense, whether or not they are the intended recipients. If we or any other Person asks you to cease and desist from sharing any of Your Content with any third party, you agree to comply with such request immediately.

You hereby grant AlphaSense and its contractors the right to transmit, use and disclose Your Content solely to the extent necessary to provide you with access to and use of the Site, as otherwise permitted by these Terms of Use, or as may be necessary or appropriate to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required or permitted by law, or to respond to an emergency which AlphaSense believes in good faith requires AlphaSense to disclose information to assist in preventing the death or serious bodily injury of any Person.

ALPHASENSE WILL HAVE NO LIABILITY OF ANY KIND AS A RESULT OF THE DELETION OF, CORRECTION OF, DESTRUCTION OF, DAMAGE TO, LOSS OF OR FAILURE TO STORE OR ENCRYPT ANY OF YOUR CONTENT.

7. UPDATES TO THE SERVICE
AlphaSense reserves the right, in its sole discretion, to make unscheduled deployments of updates, enhancements or such other changes to the Site at any time that AlphaSense deems necessary or otherwise desirable, in each case to the full extent permitted by all applicable local, state, national or international laws, statutes, ordinances, rules and regulations (“Applicable Laws”) and without notice or liability to AlphaSense. For example, we may add or remove functionalities or features, and we may suspend or stop a Service altogether.

8. SOFTWARE
If any Software of AlphaSense or any Third Party Provider(s) is provided to you by AlphaSense in connection with your use of the Site (“Provided Software”), the use of such Software shall be governed in one of two ways: (i) If you’re presented with license terms that you must accept in order to use any Provided Software, those terms apply; and (ii) if no license terms are presented to you, these Terms of Use shall apply. We reserve all other rights to any Provided Software.
We may automatically check your version of any Provided Software. We may also automatically download to your computer or device new versions of any such Software.

Any Provided Software is licensed, not sold. Unless we notify you otherwise, any license to any Provided Software granted hereby Software license shall automatically terminate when your right to use the Site ends. You must then promptly uninstall any Provided Software, or we may disable it. You must not work around any technical limitations in any Provided Software.

Any and all Provided Software shall be subject to applicable U.S. export laws and regulations. You hereby agree to complying with all domestic and international export laws and regulations that apply to any Provided Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer any Provided Software or any right granted to you by AlphaSense to access or use the Site (the “Service”) without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You hereby represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

9. Ideas, Suggestions, Feedback or Data Shared with AlphaSense.
If you choose to send us any message, documents, information and/or data, including but not limited to any ideas, suggestions, questions, feedback and/or proposals regarding the Site or the Service (or other products or services), such message, documents, information and/or data shall be deemed non-confidential and we shall have no obligation of any kind with respect to such message, documents, information and/or data and shall be free to disclose and/or distribute any such message, documents, information and/or data to others without limitation and to reproduce and use any ideas, concepts, know-how or techniques contained in such message, documents, information and/or data, including without limitation to develop, manufacture, market and produce products and services incorporating such ideas, concepts, know-how or techniques.

10. Security.
You shall not violate or attempt to violate the security of the Site. 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.

11. Third-Party Links, Sites, and Services.
The Site may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by AlphaSense. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content through or in connection with your access or use of the Site, you do so at your own risk and you agree that AlphaSense will have no liability arising from your use of or access to any third-party website, service, or content.

12. Privacy.
Your privacy is important to us. Our Privacy Policy (https://www.alpha-sense.com/privacy-policy/) is incorporated into, subject to and made part of these Terms of Use. In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance.

13. Indemnity.
You shall indemnify, defend, hold harmless the AlphaSense Parties against any liability or obligation arising out of or related to any breach (or any claim of breach or alleged breach) of these Terms of Use or any applicable Service Agreement(s) by you, your affiliates, directors, officers, employees or agents, you shall pay any final judgment entered against any of the AlphaSense Parties in any such proceeding or agreed to in settlement. AlphaSense will promptly notify you in writing of such claim or suit (provided that any delay by AlphaSense in providing such written notice shall not affect AlphaSense’s rights under this section unless and only to the extent you are materially prejudiced by such delay), and AlphaSense will use commercially reasonable efforts to provide such available information and non-monetary assistance you reasonably request.

14. Disclaimer.
AlphaSense does not warrant, endorse or guarantee the completeness, accuracy, integrity or timeliness of any information provided via the Site, and we are not responsible for mistakes, out-of-date information, inaccuracies, typographical or other errors. You must evaluate, and bear all risks associated with, the use of any Content (including but not limited to Third Party Content) or other information included in the Site, including any reliance on the accuracy, completeness, safety or usefulness of such information. You acknowledge that any information included in the Site is subject to change without notice. Any opinions or assertions contained in the Site at any time or from time to time do not represent the opinions or beliefs of AlphaSense and/or its affiliates. AlphaSense and/or one or more of its directors, officers, employees, representatives or agents may have a position in any of the securities mentioned in Content included from time to time in the Site.

Notwithstanding anything to the contrary in these Terms of Use or in any Service Agreement, we reserve the right to change, suspend, remove, or disable access to the Site, any Content or other materials comprising a part of the Site or the Service at any time without notice, provided that we agree to at all times materially comply with our obligations under any applicable Service Agreement(s). In no event will we be liable for making these changes (provided that we have materially complied with our obligations under applicable Service Agreement(s)). Furthermore, any such change, suspension, removal or disabling of access to the Site, any Content or other materials comprising a part of the Site or the Service shall not act as a waiver of any breach of these Terms of Use or any applicable Service Agreement(s) and shall not release you or any other Person(s) from any liability related to any such Person’s breach of such Person’s obligations under these Terms of Use or any applicable Service Agreement(s).

As a registered user in good standing, you may be provided with limited access to the videos, articles or other Content saved to the Site. Such access is provided as an accommodation only, and Your Content (or any portion thereof) may be deleted at any time and for any reason. We do not warrant, and will not have any liability or responsibility for, your use of the Site or the Service (or any part or portion thereof). We may also impose limits on the use of or access to certain features or portions of the Site and/or the Service, for any reason and without notice or liability. The Site and the Service (or any part or portion thereof) may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. We cannot predict or control when such downtime may occur and cannot control the duration of such downtime.

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ALPHASENSE MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS. THE SITE, ALPHASENSE CONTENT AND ALL OTHER INFORMATION OR CONTENT CONTAINED IN THE SITE 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 SITE OR THE SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.

15. Limitation of Liability.
IN NO EVENT SHALL ANY OF THE ALPHASENSE PARTIES’ OR ALPHASENSE’S SUPPLIERS OR LICENSORS OR PROVIDERS’ AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THE SERVICE EXCEED THE FEES PAID BY YOU FOR THE SERVICE FOR THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

IN NO EVENT SHALL ALPHASENSE, ANY OF THE OTHER ALPHASENSE PARTIES OR ALPHASENSE’S SUPPLIERS OR LICENSORS OR PROVIDERS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ALPHASENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Limited Time to Bring Your Claim.
You and AlphaSense agree that any cause of action arising out of or related to the Service or any AlphaSense Content must be commenced within one (1) year after the cause of action arises. Otherwise, such cause of action is permanently barred.

17. Local Laws; Export Control.
AlphaSense controls and operates the Site 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 the Site outside the United States of America, you are responsible for following local Applicable Laws.

18. Agreement to Arbitrate
Any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use shall be resolved by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Site. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ALPHASENSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19. Governing Law; Venue
These Terms of Use are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. For any action at law or in equity relating to the arbitration provision of these Terms of Use, you agree to resolve any dispute you have with AlphaSense exclusively in a state or federal court located in New York, New York, and to submit to the personal jurisdiction of the courts located in New York, New York for the purpose of litigating all such disputes.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. This dispute resolution provision will survive the termination of any or all of your transactions with AlphaSense.

The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from these Terms of Use.

20. International Access
The Site may be accessed from countries other than the United States. We make no representations or warranties that the Site or the Service are appropriate for use or access in other locations. If you access and use the Site or the Service outside the United States, you do so on your own initiative and you are responsible for complying with both United States and local laws and regulations, if and to the extent such laws are applicable.

You may not use, export, re-export, import or transfer the Site or the Service (or any portion thereof or any rights thereto granted by AlphaSense) except as authorized by United States Applicable Laws, the laws of the jurisdiction in which you gained access to the Service and the Site, and any other Applicable Laws. In particular, but without limitation, neither the Site nor the Service (nor any portion thereof or any rights thereto granted by AlphaSense) may be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By accessing and using the Site and/or the Service, you represent and warrant that you are not located in any such country or on any such list. You also may not use the Site or the Service for any purpose prohibited by United States Applicable Laws, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. We reserve the right to limit, in our sole discretion, the availability of the Site and/or the Service (or any portion thereof) to any Person, geographic area, or jurisdiction, at any time.

21. U.S. GOVERNMENT RESTRICTED RIGHTS
If this product is acquired under the terms of a government contract, use, duplication and disclosure are subject to the terms of this license and the following restrictions: subdivision (c)(1)(ii) of the Rights in Technical data and Computer Software clause at 252.227-7013 (DOD contracts); subdivisions (a) through (d) of 52.227-19 (Civilian agency contracts); and the applicable ADP Schedule Contract (GSA contracts).

22. Consent to Electronic Communication
By inputting any information on the Site, you are consenting to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

23. Notice to California Residents
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

The provider of the Site is:

AlphaSense, Inc.
215 Park Ave S, 17th Floor
New York, NY 10003
(212) 203-2799.

To file a complaint or to receive further information regarding use of the Site, send a letter to the above address, contact AlphaSense via e-mail or telephone.

24. Proprietary Rights Notice
AlphaSense and the AlphaSense logo are registered service marks of AlphaSense. All other AlphaSense trademarks, service marks, domain names, logos and company names or other proprietary designations of AlphaSense used herein or referred to on the Site are either trademarks, service marks, domain names, logos or company names or are otherwise the property of AlphaSense. In countries where any of the AlphaSense trademarks, service marks, domain names, logos or company names are not registered, AlphaSense claims other rights associated with unregistered trademarks, service marks, domain names, logos, trade name and company names. Other product or company names referred to on the Site may be trademarks of their respective owners. You may not use any trademark, service mark, domain name, logo, company name or trade name of AlphaSense or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo, company name or trade name. You may contact AlphaSense by sending an e-mail or writing to the address above, to request written permission to use trademarks and materials on the Site for purposes other than stated in these Terms of Use or for all other questions relating to the Site.

25. Third Party Data
As part of the 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. You acknowledge and agree that such Third Party Data is subject to the additional terms available at www.alpha-sense.com/3p-terms (the “Third Party Terms”). You agree not to use the Third Party Data for any unlawful purpose and agree 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 and/or by any applicable Third Party Terms, without the express written consent of AlphaSense and the relevant Third Party Data Provider(s). Where practicable, you agree to clearly identify the Third Party Data Provider as the source of Third Party Data. You agree to comply with reasonable written requests by AlphaSense to protect the Third Party Data Providers’ and AlphaSense’s respective rights in the Third Party Data. The Third Party Data Providers are third party beneficiaries under this Agreement and shall be entitled (along with AlphaSense or alone) to enforce this Agreement by legal proceeding or otherwise against you for violations of the usage restrictions on the Third Party Data contained in this section. Your obligations under this provision shall remain in effect after termination of this Agreement. 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.

26. 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 Use operate to the fullest extent permissible by law. If any provision of these Terms of Use is unlawful, void, or unenforceable, that provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

AlphaSense’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Use will be deemed a further or continuing waiver of such term or condition or any other term or condition.

Neither party shall be in default if its failure to perform any obligation under these Terms of Use is caused solely by supervening conditions beyond that party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.

These Terms of Use constitute a binding agreement between you and AlphaSense, and are accepted by you as a condition for your use of the Site. These Terms of Use constitute the entire agreement between you and AlphaSense regarding the use of the Site and supersede all prior or contemporaneous communication or proposal (whether oral, written or electronic) between you and AlphaSense (other than any applicable Service Agreement).

The AlphaSense Parties are intended third party beneficiaries of these Terms of Use. Nothing in these Terms of Use or the guidelines, policies on the Site, express or implied, is intended to or shall confer upon any third person or entity other than the AlphaSense Parties any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.

Your obligations and our rights and remedies set out in these Terms of Use are cumulative and are in addition to your obligations and our rights and remedies at law or in equity.

AlphaSense may assign these Terms of Use without your consent to any other party so long as such party agrees to be bound by its terms.

These Terms of Use are in addition to the policies, guidelines and restrictions contained on the Site (which are all incorporated by this reference into these Terms of Use).

Unless the context requires otherwise, in any part of these Terms of Use: (a) “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; (b) “must not”, “should not”, “shall not” and “may not” are expressions of prohibition, and “will”, “must”, “should” and “shall” are expressions of command, and not merely expressions of future intent or expectation; (c) use of the singular imports the plural and vice versa; (d) references to one or no gender include the other or no gender; (e) references to the terms “herein” or “hereto” refer to these Terms of Use (including any terms incorporated by reference herein); (f) the headings in these Terms of Use are for ease of reference only and shall not affect its interpretation; and (g) when calculating the time period before which, within which or following which any act is to be done or step taken pursuant to these Terms of Use, the date that is the reference date in calculating such period shall be excluded and the time period shall be deemed to end at 11:59 PM Pacific Time (US) on the applicable date.

Last updated October 26, 2017.