2. Your Use of the GFD Sites.
(a) License. GFD has granted to Customer a non-transferable and non-exclusive license (without the right to sublicense) to: (i) access, use, display and transmit certain software available on the GFD Sites (the “Analysis Software”) via the Internet solely for Customer’s internal business purposes and in accordance with documentation provided by GFD (the “Documentation”), and (ii) to access and use the data (“Data”) in GFD proprietary databases (the “Databases”) via the GFD Sites. The Data and the Databases may only be used by Customer for Customer’s internal business purposes, including interrogation, analysis, manipulation, recompilation, and report preparation.
(b) Distribution. Customer may, in the ordinary course of its business and on a selective and infrequent basis, redistribute Insignificant Portions of the Databases to its clients who use Data or Databases solely for internal investment purposes and not for re-distribution to third parties (“Qualified Clients”), in the form of reports or presentations that relate to a particular Qualified Client’s portfolio. “Insignificant Portion” shall mean such portions of the Databases whose redistribution would not in the circumstances prejudice the exclusive rights or ability of GFD to market, sell or distribute the Data or Databases directly to any clients or potential clients of Customer. Any such redistribution shall be on terms that clearly and unambiguously cite GFD as the source and owner of the Data contained in such reports or presentations, provide notice of all applicable copyrights and confidentiality obligations, and prohibit any further redistribution. If GFD notifies Customer that, in the reasonable business judgment of GFD, such redistribution by Customer involves more than an Insignificant Portion of the Data or Databases, Customer must immediately cease any such redistribution.
(c) Prohibited Activities.
(iii) You will not: interfere or attempt to interfere with the proper working of any GFD Site or any activities conducted on or through any of the GFD Sites; bypass or attempt to bypass robot exclusion headers or other measures GFD may use to prevent or restrict access to any GFD Site; forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any GFD Site or Licensed Product; or attempt to compromise the security of any networked account or website.
(iv) You will not use any GFD Site to transmit spam, or bulk or unsolicited communications. You will not pretend to be GFD or another person or entity, or spoof the identity of GFD or another person or entity. You will not use any GFD Site to engage in abuse, harassment, stalking or making threats of harm.
(v) You will not collect or store personal information of others obtained through or in connection with any of the GFD Sites.
6. Non-GFD Websites and Third Party Tools. A GFD Site may link to or reference other websites or Internet services operated by other persons or entities (“Non-GFD Websites”). Furthermore, certain third party products or services (“Non-GFD Tools”), including by way of example only, browser plug-ins, applets, and social networking tools, may be linked to, or made available through, an GFD Site. You should not infer or assume that GFD operates, controls or is otherwise connected with any Non-GFD Websites or Non-GFD Tools. Your access and use of Non-GFD Websites and Non-GFD Tools will be governed by the applicable third party terms and privacy statements (if any), and will be at Your own risk. When You click on a link within one of the GFD Sites to a Non-GFD Websites, You will not necessarily be warned that You are leaving the GFD Site. Similarly, when You download or run a Non-GFD Tool, You will not necessarily be warned that the Non-GFD Tool is not being provided by, or under the control of, GFD.
7. Notice and Procedure for Claims of Copyright Infringement. If You believe that any material provided on or through an GFD Site, including with limitation any Site Content, infringes Your copyrights, You should notify GFD (the “Copyright Notice”) of Your infringement claim with the following information:
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
· A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
· Identification of the URL or other specific location on the GFD Sites where the material that You claim is infringing is located;
· Your address, telephone number and email address;
· 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; and
· A statement by You, made under penalty of perjury, that the above information in Your Copyright Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
Your Copyright Notice should be mailed to GFD’s copyright agent at:
Attn: Legal Department
29122 Rancho Viejo Road, Suite 215
San Juan Capistrano, California, U.S.A. 92675
GFD will process each Copyright Notice that GFD receives and take appropriate action in accordance with applicable intellectual property laws.
(c) Injunctive Relief. You and Customer acknowledge that money damages would not be a sufficient remedy for any breach of Your and Customer’s confidentiality obligations, and that GFD shall be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies, but will be in addition to all other available legal or equitable remedies.
11. Warranty; Disclaimers.
(a) Warranty. GFD warrants to Customer that the Licensed Products shall conform in all material respects to the Documentation. The sole obligation of GFD, and sole remedy of Customer, with respect to any breach of such warranty shall be for GFD to use commercially reasonable efforts to correct material defects following prompt written notice from Customer. GFD makes no warranty to You, and Your sole recourse regarding any defect in the Licensed Products shall be through Customer in accordance with its rights under the Customer License.
(b) Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN , THE LICENSED PRODUCTS ARE PROVIDED “AS-IS” AND GFD MAKES NO, AND HEREBY DISCLAIMS ANY, WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT NO SOFTWARE OPERATES ERROR-FREE AND THAT GFD DOES NOT WARRANT THAT THE LICENSED PRODUCTS AND ALL OTHER COMPONENTS OF THE LICENSED PRODUCTS WILL OPERATE WITHOUT ERROR AND INTERRUPTIONS.
(c) Disclaimer Regarding Internet and Wireless Services. THE FLOW OF DATA TO AND FROM THE LICENSED PRODUCTS VIA THE INTERNET AND WIRELESS BANDWIDTH IS CONTROLLED BY THIRD PARTY SERVICE PROVIDERS OVER WHOM GFD HAS NO CONTROL. GFD SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR INTERRUPTIONS IN CUSTOMER’S AND AUTHORIZED USERS’ ACCESS TO THE LICENSED PRODUCTS DUE TO DISRUPTIONS IN CUSTOMER’S INTERNET OR WIRELESS SERVICES.
13. Termination. Upon termination of the Customer License your right to use the GFD Websites and the Licensed Products shall terminate, and You shall immediately cease all such use.