Please read the following terms and conditions. These “Terms” are a legally binding agreement between you (“You”) and WorldQuant, LLC (“Company” or “we” or “us”) and govern your access to and use of our Web Site located at worldquant.com (as further defined below, the “Site” or “Web Site”) and the associated services provided and accessed through the Site (the “Services”). We may post additional agreements from time to time with respect to any capability, software or service that may be made available through the Site, such agreements shall be included within the meaning of “Terms” provided that in the event of a conflict between these Terms and any such other agreement, such other agreement will govern and control with respect to the capability, software or service to which it relates.
PLEASE CAREFULLY READ THESE TERMS BEFORE ACCESSING THE SITE OR USING ANY OF THE SERVICES. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR IF YOU CANNOT REMAIN IN COMPLIANCE WITH THESE TERMS, DO NOT ACCESS THE SITE OR USE ANY OF THE SERVICES AND IMMEDIATELY CEASE SUCH ACCESS AND USE. Please note that these Terms shall continue to apply to your previous access and/or use of the Site and Services after any such termination. If you do not agree to these Terms, you should not visit the Site or use the Services.
We may update or amend these Terms from time to time and at any time in our sole discretion, by posting such changes on the Site. We will post or display notices of material changes on the Site and/or notify you via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review these Terms regularly so you are aware of the most current rights and obligations that apply to you. The last updated legend at the top of this page indicates when these Terms were last revised.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
You acknowledge that: (a) we are an affiliate of a global investment management firm which advises only private investment fund clients and does not provide investment advisory or similar services to any other clients; (b) the Web Site is a resource for non-investor audiences such as potential counterparties and industry participants; (c) under no circumstances should any information presented here be used or construed as an offer, or solicitation of any offer, or other form of invitation or inducement, to sell or buy any securities or other investments, or to provide advice regarding investments or a recommendation to purchase, sell or hold any security or other investment, or to pursue any investment style or strategy; and (d) we do not give any advice or make any representations through the Site as to whether any security, strategy or investment is suitable to you or will be profitable. ALL CONTENT AND INFORMATION AVAILABLE ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE SITE IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON THE SITE TO BE, INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE, YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISORS, ACCOUNTANTS OR ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
2. Proprietary Rights
As between you and Company, and except for your Submitted Materials (as defined in Section 7 below), Company owns, solely and exclusively, all rights, title and interest in and to the Site, the Services, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, text, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site (all of the foregoing are included as part of the "Site" and the "Web Site"), including any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein or thereto. Your use of the Site does not grant to you ownership of anything you may access on the Site.
3. Limited License
Company grants you a limited non-exclusive and non-transferable license to access, and view the Services on your computer or other internet compatible device, and make limited copies of limited excerpts of the Services solely for your internal business purpose and in compliance with these Terms.
4. Prohibited Use
Any commercial use or distribution, publishing or exploitation of the Site, the Services or of any content on the Site or derived from the Site or Services is strictly prohibited unless such has been agreed to in a separate agreement between the parties or you have received the express written prior permission of Company and the applicable rights holder.
The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Web Site or on content available through the Web Site, including WORLDQUANT, are registered and unregistered Trademarks of ours and others and may not be used in violation of applicable rights. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site without the written permission of the applicable rights holder.
6. User Registration
7. Submitted Materials
By submitting or sending Submitted Materials to us, you: (i) represent and warrant that (A) the Submitted Materials are original to you and no other party has any rights thereto, (B) you have the necessary licenses, rights, consents and permissions to use such Submitted Materials, submit them to the Site and agree to the provisions of these Terms applicable to such Submitted Materials, and (C) that any “moral rights” in having the Submitted Materials edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you have been waived, and (ii) you grant us and our affiliates from time to time a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, modify, adapt, publish, translate, create derivative works based upon, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it into other works in any form, media, or technology now known or later developed (including any web sites owned or operated by us). We cannot be responsible for maintaining any Submitted Material that you provide or submit to us, and we may delete or destroy any such Submitted Material at any time. You should therefore be careful and selective about the information that you disclose about yourself and others in your submissions to such areas of our Site, and in particular, you warrant that you have not disclosed and will not disclose any sensitive, proprietary or confidential information or material of a third party.
8. Prohibited Conduct
You warrant and agree that, while accessing or using the Web Site, you shall not:
(a) copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit, any of the content accessible through the Site not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain our prior written consent;
(b) use the Site or Services to advertise, market, sell, or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly;
(c) copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Site or the Services;
(d) transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or which may invade another's right of privacy or publicity;
(e) post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation such as opinions or notices, commercial or otherwise;
(f) knowingly provide any content that is false or inaccurate or will become false or inaccurate at any time;
(g) impersonate any person or entity;
(h ) misrepresent your identity, identifying or contact information or affiliation with any other person or entity, whether actual or fictitious, including anyone from Company;
(i) obtain or attempt to gain unauthorized access to other computer systems, materials, information or the Services through any means, including through means not intentionally made publicly available or provided for through the Site;
(j) engage in spidering, “screen scraping,” “database scraping,” or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including any information residing on any server or database connected to the Site;
(k) use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site, including “flooding” servers with requests;
(l) use the Site in violation of Company’s or any third party’s intellectual property or other proprietary or legal rights;
(m) use the Site in violation of any applicable law or these Terms; or
(n) attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Services.
Company assumes no responsibility for monitoring the Services for non-compliant content or conduct. If at any time Company chooses in its sole discretion to monitor the Services, Company nonetheless assumes no responsibility for user content, assumes no obligation to modify or remove any user content, and assumes no responsibility for the conduct of any user. Company reserves the right to investigate and take appropriate action against anyone who, in Company’s sole discretion, violates, or is suspected of violating, this Section 8. Further, you acknowledge, consent and agree that Company may access, preserve and disclose your User Account and User Credentials and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with the law or legal process; (b) enforce these Terms; (c) respond to claims that any content or information violates the rights of any third party; (d) respond to your requests for customer or technical service; or (e) protect the rights, property or personal safety of Company, users or any third parties including acting in urgent circumstances.
9. Personal Information
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Site or Services (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any content submitted publicly or privately, email or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.
11. Linking to the Web Site
You agree not to link directly to any image, graphic or text on the Web Site or our services, such as using an “in-line” linking method to cause the image, graphic or text to be displayed on another web site, unless expressly permitted by us in writing. You agree not to download or use images hosted on this Web Site on another web site, for any purpose, including posting such images on another site, unless expressly permitted by us in writing. You agree not to link from any other web site to this Web Site in any manner such that the Web Site, or any page of the Web Site, is “framed,” surrounded or obfuscated by any third party content, materials, advertising or branding. We may require that any link to the Web Site be discontinued, and/or revoke your right and ability to link to the Web Site from any other web site at any time.
12. Third Party Services and Content
13. Copyright Agent
We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Company’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below: Your address, telephone number, and email address; A description of the copyrighted work that you claim has been infringed; A description of where the alleged infringing material is located; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Copyright Agent: Jeffrey Blomberg, Chief Administrative Officer and General Counsel. WorldQuant, LLC 1700 East Putnam Avenue, Third Floor Old Greenwich, CT 06870 voice: 203-344-6050 email: firstname.lastname@example.org.
14. DISCLAIMER OF WARRANTIES
You alone are responsible for the content (including Submitted Content) and consequences of any of your activities while you are visiting or using the Site. THE SITE AND THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, COMPLETE OR ERROR FREE OR WILL MEET USERS’ REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED, AND WE MAKE NO GUARANTEES OF ANY KIND WITH RESPECT TO ANY EMPLOYMENT OR EMPLOYMENT RESULTS. NO RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE OR THE SERVICES.
15. LIMITATION OF LIABILITY
IN NO EVENT WHATSOEVER SHALL WE, OUR AFFILIATES, CLIENTS, OR ANY INVESTMENT FUND OR FUND WITH WHICH WE ARE ASSOCIATED OR FOR WHICH WE PERFORM SERVICES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS (ALL THE FOREGOING COLLECTIVELY, THE “PROTECTED PERSONS”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST BUSINESS, SALES, SAVINGS OR PROFIT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE), IN EACH CASE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SITE, THE SERVICES OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, EVEN IF SUCH PROTECTED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN ADDITION, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED PERSONS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OR YOUR USE OF THE SITE OR SERVICES EXCEED, IN THE AGGREGATE $100. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE SURVIVES ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE.
Location of Your Access to the Site. Use of the Site and Services is limited to users 13 years of age and older. By using the Site and Services, you represent and warrant that (a) you are 13 years of age or older and (b) your use of the Services does not violate any applicable law, rule or regulation. Certain features of the Services may be subject to heightened age and/or other eligibility requirements. If you provide information that is untrue, inaccurate, not current or incomplete, or Company suspects that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your User Account (in whole or in part) and refuse any and all current or future use of the Services (or any portion thereof), in our sole discretion, with or without notice to you, and without liability or obligation to you. We control and operate the Site from our offices in the United States of America and any access or use of the Site by you will be deemed to be at our offices in the United States. We do not represent that the Site is appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative and risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Company has the right to terminate, change, suspend, impose limits on or discontinue any aspect of the Site or the Site’s services, or your access to or use thereof, at any time, and for any reason without notice or liability. Company maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights.
18. Electronic communications
You consent to receive communications from us, including marketing communications, 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.
19. Contacting the Web Site
If you have any questions relating to the Web Site, or if you would like to submit a complaint or other report to us (including any suspected violations of these Terms or applicable law, or any misconduct or other behavior by other users of the Web Site), please contact us at: DataExchange@worldquant.com.
20. Binding Arbitration
All controversies, disputes, demands, counts, claims, or causes of action the parties arising out of, under, or related to these Terms or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration governed by the Federal Arbitration Act and in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”) then in force. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE IN COURT OR TO HAVE A JURY TRIAL. Discovery and appeal rights may also be limited in arbitration. All claims will be arbitrated before a single arbitrator on an individual basis, and will not be consolidated or joined in any arbitration with any claim of any other party. As an exception to this arbitration agreement, either you or we may pursue in small claims court any claim that is within that court’s jurisdiction as long as you proceed only on an individual basis, and you or we may at any time bring suit in any court of competent jurisdiction located in the State of New York, County of New York against the other in relation to claims based on infringement or misuse of intellectual property and/or misappropriation of trade secrets and you and we waive any right to trial by jury. The arbitration hearings and all meetings pursuant to this Section shall be held in the State of New York, County of New York. If the parties cannot agree upon a single arbitrator within twenty (20) calendar days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in New York, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by JAMS in New York. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in New York with knowledge of Internet commerce in New York State shall be selected by JAMS to resolve the dispute. The arbitrator(s) shall conduct a hearing within sixty (60) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this Section. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Injunctive relief may be sought in the state or federal courts located in the State of New York, County of New York. The Protected Persons are intended third-party beneficiaries of these Terms.
You and we also agree to arbitrate in each of your and our individual capacities only, not as a representative or member of a class, and you and we expressly waive any right commence or participate in any class action or seek relief on a class basis and, where applicable, you and we also agree to opt out of any such class proceeding.
IT IS IMPORTANT THAT YOU UNDERSTAND THAT BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ARE WAIVING ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AGAINST US FOR CLAIMS THAT ARE COVERED BY THESE TERMS TO ARBITRATE. THE ARBITRATOR’S DECISION WILL BE CONCLUSIVE AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.
By using the Web Site, you represent and warrant that (a) you agree to abide by and that you are fully able and capable of complying with all of the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and (b) if you are accessing the Site in the course of your employment by an employer, (i) you have full right, power and authority to access the Site and agree to these Terms on behalf of your employer, and (ii) you agree to these Terms on behalf of yourself and your employer. These Terms, your access to or use of the Site, our use of Submitted Material and the relationship between you and us shall be governed by the laws of the United States and the State of New York, without regard to its conflict of law provisions. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person other than the foregoing 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. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. As used in these Terms, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number and the plural number, (ii) the use of any gender shall include all genders, (iii) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, (iv) “will”, “should” and “shall” are expressions of command, not merely expressions of future intent or expectation.