The Terms of Service (“Agreement“) is a contract in electronic form between you (“User”, “you”, “your” and “yourself”) and Nasdaq Information Services, LLC. and its parents, successors, subsidiaries, affiliates, (“Nasdaq”). By registering, logging onto the Nasdaq website or using the sites or services (collectively, the “Services”), you agree to the below terms and conditions.
To access and participate in the Services, User may be required to complete a registration process and create an account (“Account”) by providing current, complete and accurate information as prompted by the registration form. Only natural persons may register for an Account. User is responsible for any activities or actions under User’s Account, whether or not User has authorized such activities or actions, and User must promptly notify Nasdaq of any unauthorized use of User’s Account. Nasdaq reserves the right to refuse registration for any reason.
To use our Services you must:
You are responsible for obtaining at your own expense all equipment and services needed to access the Services. If you are accessing the Services by a mobile device, your wireless carrier may charge you fees for data, text messaging, and other wireless access or communications services. Nasdaq does not guarantee that its Services can be accessed through all wireless devices or service plans or are available in all geographical locations.
Nasdaq grants to User a non-exclusive, non-assignable, non-transferable license to use the Services solely for User’s internal use only which may include directing, managing and providing advisory services for User and User’s direct clients investment portfolio. Except as detailed above, User shall not market, sell or distribute the Services or otherwise provide the Services to any third parties including, but not limited to, placing or distributing any Nasdaq content on a third party platform or utilizing the Services to direct, manage or provide advisory services for clients of another investment advisor or other financial professionals without Nasdaq’s prior written consent. User shall not share, transfer, disclose, copy, publish or create derivative works from the content or the Service without Nasdaq’s prior written approval.
You can post content to the Services only if: (a) you created and own the rights to the content or you have the owner’s express permission to post the content; and (b) the content does not infringe any other person’s or entity’s rights (including copyright, trademarks, or privacy rights) or violate applicable laws, this Agreement, or any other posted policies. Nasdaq can remove content for any reason. You are responsible for any content you post to our Service and the consequences of sharing or publishing such content with others or the general public. Nasdaq is not responsible for the consequences of sharing or posting any personal or other information on our Services.
User acknowledges and agrees that nothing in this Agreement constitutes an undertaking by Nasdaq to provide updates, modifications or enhancements to the Service or to continue providing the Service, or any aspect or portion of the Service, in the future. Nasdaq may, in its sole discretion, change any aspect of a Service or discontinue a Service without notice.
User agrees to pay Nasdaq the then effective charges, if any, for access to the Services including all applicable deposits, interest, and late fees and/or penalties. In addition, User shall pay any taxes, charges, or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic, national, state, provincial or local government bodies or subdivisions thereof, and any penalties or interest relating to the provision of the Service to User. If User is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts shall be increased so that the net amount actually received by Nasdaq after deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. Any payments for the Services shall be due within thirty (30) days of receipt of an invoice (if applicable).
User acknowledges that all intellectual property rights and trade secrets, in and to the Service including the “Look and Feel” and other elements of the Service belong to Nasdaq, whether or not marked. No title to the Service or content therein is transferred to User.
User acknowledges that the Services and all content therein is considered confidential and proprietary information belonging to Nasdaq. User shall use the same standard of care that it uses to protect User’s own confidential or proprietary information, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or publication of the confidential or proprietary information. The duties in this Section do not apply to information which when compiled and presented in this form is: (1) lawfully within User’s possession, prior to this Agreement; (2) voluntarily disclosed to User by a third-party so long as that party does not breach any obligation not to reveal such information; (3) voluntarily disclosed to the public by Nasdaq; or (4) generally known to the public. The obligation of non-disclosure shall survive for as long as Nasdaq treats the information disclosed to User as confidential.
THERE ARE NO STANDARDS OF PERFORMANCE FOR THE SERVICE. NASDAQ AND ITS PROVIDERS PROVIDE THE SERVICE AND CONTENT “AS IS” AND MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND EXPRESS, IMPLIED OR STATUTORY REGARDING USE OF THE SERVICE OR THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE CONTENT. NASDAQ AND ITS PROVIDERS DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW US EXCLUDE CERTAIN WARRANTIES. IN THOSE STATES, NASDAQ’S WARRANTIES ARE LIMITED TO THE EXTENT PERMITTED BY LAW.
NOTHING CONTAINED WITHIN THE SERVICE SHOULD BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS SERVICE DOES NOT ATTEMPT TO EXAMINE ALL THE FACTS AND CIRCUMSTANCES WHICH MAY BE RELEVANT TO ANY COMPANY, INDUSTRY OR SECURITY MENTIONED HEREIN. WE ARE NOT SOLICITING ANY ACTION BASED ON THIS SERVICE. IT IS FOR THE GENERAL INFORMATION OF CLIENTS OF NASDAQ. THIS SERVICE DOES NOT CONSTITUTE A PERSONAL RECOMMENDATION OR TAKE INTO ACCOUNT THE PARTICULAR INVESTMENT OBJECTIVES, FINANCIAL SITUATIONS, OR NEEDS OF INDIVIDUAL CLIENTS. BEFORE ACTING ON ANY ANALYSIS, ADVICE OR RECOMMENDATION (EXPRESS OR IMPLIED) IN THIS SERVICE, CLIENTS SHOULD CONSIDER WHETHER THE SECURITY OR STRATEGY IN QUESTION IS SUITABLE FOR THEIR PARTICULAR CIRCUMSTANCES AND, IF NECESSARY, SEEK PROFESSIONAL ADVICE. NASDAQ DOES NOT PROVIDE TAX ADVICE TO ITS CLIENTS, AND ALL INVESTORS ARE STRONGLY ADVISED TO CONSULT WITH THEIR TAX ADVISERS REGARDING ANY POTENTIAL INVESTMENT. CERTAIN TRANSACTIONS — INCLUDING THOSE INVOLVING FUTURES, OPTIONS, AND OTHER DERIVATIVES AS WELL AS NON-INVESTMENT-GRADE SECURITIES — GIVE RISE TO SUBSTANTIAL RISK AND ARE NOT SUITABLE FOR ALL INVESTORS.
OPINIONS EXPRESSED HEREIN ARE OUR OPINIONS AS OF THE DATE OF THEIR PUBLISHING WITHIN THE SERVICE. NASDAQ DOES NOT INTEND TO AND WILL NOT ENDEAVOR TO UPDATE THE INFORMATION DISCUSSED IN THIS SERVICE.
NASDAQ, ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND/OR OTHER ASSOCIATED PERSONS MAY OWN, HOLD OPTIONS, RIGHTS OR WARRANTS TO PURCHASE SOME OF THE SECURITIES OR ASSETS MENTIONED IN A REPORT, OR CLOSE EQUIVALENTS. EVEN IF NASDAQ DOES NOT CURRENTLY HOLD THE ASSET, IT MAY IN THE FUTURE. NASDAQ MAY ELECT TO BUY OR SELL THESE ASSETS OR CHANGE ITS OPINION WITHOUT REGARD TO THIS SERVICE, AND WITHOUT PRIOR NOTICE. AN EMPLOYEE, ANALYST, OFFICER OR A DIRECTOR OF NASDAQ, OR THEIR AFFILIATES MAY SERVE AS A DIRECTOR FOR COMPANIES MENTIONED IN THIS SERVICE. NASDAQ, OR THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HIRE OR SOLICIT INVESTMENT BANKING OR OTHER BUSINESS FROM, ANY COMPANY MENTIONED IN THIS REPORT.
IF NASDAQ IS FOR ANY REASON HELD LIABLE TO USER, OR TO ANY OTHER INDIVIDUAL OR ENTITY, INCLUDING, BUT NOT LIMITED TO THE USER, WHETHER IN CONTRACT OR IN TORT, THE LIABILITY OF NASDAQ WITHIN A SINGLE YEAR OF THE AGREEMENT IS LIMITED TO THE GREATER OF: (1) ONE YEAR’S CHARGES, IF ANY; OR (2) $50.00. THIS LIMITATION OF LIABILITY DOES NOT INCLUDE NASDAQ’S WILLFUL TORTIOUS MISCONDUCT.
NASDAQ SHALL NOT BE LIABLE TO USER OR TO ANYOTHER ENTITY OR INDIVIDUAL, INCLUDING, BUT NOT LIMITED TO THE APPLICANT, FOR ANY LOSS OF PROFITS, REVENUES, TRADES OR DATA OR FOR ANY DAMAGE TO USER’S EQUIPMENT, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF NASDAQ AND/OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW US TO LIMIT OUR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN THOSE STATES, NASDAQ’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
Notwithstanding any other term or condition of this Agreement, Nasdaq shall not be obligated to perform or observe their obligations undertaken in this Agreement if prevented or hindered from doing so by circumstances beyond its control.
User will indemnify and hold harmless Nasdaq and its employees, officers, directors, providers and other agents from any and all claims and losses imposed on, incurred by or asserted as a result of or related to: (a) any non-compliance by User with the terms and conditions hereof; or (b) any third-party actions related to User’s receipt and use of the Services and content, whether authorized or unauthorized under the Agreement. Any cooperation by Nasdaq in such defense is without waiver of any attorney-client, work product, or other legal privileges. Nasdaq shall indemnify and hold harmless the User against any claims and losses imposed on, incurred by or asserted as a result of any alleged infringement or misappropriation by the Service of any third parties’ U.S. or European Community intellectual property rights up to $100.00. Nasdaq’s obligations to indemnify under this Section shall be conditioned on the following: (1) User shall promptly, but, in any event, in a time frame that does not prejudice the rights of User or Nasdaq, notify Nasdaq in writing of the claim, action or allegation; and (2) Nasdaq shall have sole control of the defense and related settlement negotiations. Nasdaq shall not have the obligation to indemnify and hold User harmless for any claims and losses imposed on, incurred by or asserted against User as a result of any allegation of infringement or misappropriation if the Service has not been used in accordance with this Agreement.
This Agreement may be terminated by User upon written notice to Nasdaq. Upon Notice to User, Nasdaq may terminate this Agreement at any time for any reason including, but not limited to, User’s breach of any term of this Agreement.
All notices and other communications required under this Agreement shall be in writing and shall be directed to: (a) Nasdaq Information Services, LLC Attn: Office of General Counsel, 805 King Farm Boulevard, Rockville, MD 20850; or (b) to User at the address and addressed to the person that the Service password was sent. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by Notice to the other party hereto.
Any claim, dispute, controversy or other matter in question with regard to this Agreement shall be submitted to the American Arbitration Association (“AAA“) and shall exclusively be subject to final binding arbitration in accordance with the Commercial Arbitration Rules and Regulations of the AAA. Claims or Disputes must be filed within one year. To the extent permitted by law, any claim or Dispute under this Agreement must be filed within one year in an arbitration proceeding or in court. The one-year period begins on the date when a Notice of Legal Dispute is filed with us. You agree you are permanently barred to bring a claim for your Dispute if you do not file your claim within one year.
User shall not use the names “Nasdaq Information Services, LLC”, or “Nasdaq”, or any other of Nasdaq names, trademarks or copyrights in any advertising or promotional media without the prior written consent of Nasdaq.
No failure on the part of any of Nasdaq or User to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or if the exercise of any person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
To prevent violations and enforce this Agreement and remediate any violations, Nasdaq can take any technical, legal and other action that Nasdaq deems, in our sole discretion, necessary and appropriate with notice to you.
The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely, obligations relating to, Ownership, Limitation of Liability, Consequential Damages, Indemnification, Warranties, Non-Use of Corporate Names and Marks, Confidentiality and Restrictions on use of the Services and content.
This Agreement shall be deemed to have been made in the United States in the State of New York and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF NEW YORK OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS
This Agreement, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, communications, writings, and understandings. Nasdaq may modify this Agreement from time to time. If you do not agree to the changes, stop using our Services (and remember to cancel any fee-based services) before the changes take effect. Your continued use of a Service after the effective date of any changes means that you agree to the changes. If a court of law finds that any provision of this Agreement is invalid or unenforceable, the remaining provisions will continue to be valid and enforceable
Updated November 5, 2019