"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Analytics" are discrete questions and topics being analyzed with the Services. Opinion Analytics is a single pie chart (and/or other graphical depiction) often analyzing opinions and showing the proportion of documents falling in relevant answer categories. Buzz Analytics is a set of topics for which key word counts are being tracked.
2.1 Buzz Analytics User Subscriptions. Unless otherwise specified herein, (i) Buzz Analytics Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at an additional cost, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
2.2 Opinion Analytics Subscriptions. Unless otherwise specified herein, regarding the Services, (i) Opinion Analytics Services are purchased as access to individual Analytics, and may be accessed by Users designated by Client, (ii) additional Analytics subscriptions may be added during the subscription term at an additional cost as specified in the Addendum, and (iii) the added Analytics subscriptions shall terminate after the contracted period of time.
2.3 User and Analytics Fees. Except as otherwise specified herein or in an Addendum, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User and/or Analytics subscriptions purchased cannot be decreased during the relevant subscription term stated on the Addendum. Subscription fees are based on monthly/annual (as specified herein) periods that begin on the subscription start date and each monthly/annual anniversary thereof; therefore, fees for User or Analytics subscriptions added in the middle of a monthly/annual period will be charged for that full monthly/annual period and the monthly/annual periods remaining in the subscription term.
- Use of the Services
3.1. Client's Responsibilities. Client shall (i) be responsible for Users' compliance with the Client Agreement and these Supplemental Terms, (ii) be solely responsible for the accuracy, quality, integrity and legality of Client Content and of the means by which Client acquire(d) Client Content, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Refinitiv promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with applicable laws and government regulations. Client shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services unless specifically authorized by Refinitiv in writing, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, or (g) access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.2. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, limits on the number of Buzz Analytics accounts Client may create, or the number of Opinion Analytics user accounts Client may create. Buzz Analytics accounts that have not been accessed for 30 days will be disabled unless mutually agreed otherwise.
- Proprietary Rights
4.1. Restrictions. Client shall not (i) frame or mirror any part or content of the Services, other than framing on Client's own intranets or otherwise for Client's own internal business purposes, or (ii) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
4.2. Ownership of Your Data. As between Refinitiv and Client, Client exclusively owns all rights, title and interest in and to all of the data you enter into the Services (such as combinations of keywords and search terms). However, data that is returned via the Services, such as online content (e.g. blogs, forum posts, etc.) or output data from the analysis, such as volume of posts or proportions of documents in an Analytics category are not owned by Client. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CLIENT WILL BE PERMANENTLY LOST UPON TERMINATION OF THE SUBSCRIPTION TO THE SERVICES INTO WHICH THE DATA WAS ENTERED.
4.3. License. Refinitiv shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the Services.
4.4. Survival. The provisions of this Section 4 shall survive any termination of the Services or the Client Agreement.
5.1. Client shall receive, hold and use Confidential Information of Refinitiv and Refinitiv suppliers, including without limitation the Services, subject to the terms and conditions of the Agreement.
5.2. Publicity. All media releases, public announcements and public disclosures by either Refinitiv or Client or their respective employees or agents relating to the Services or the relationship of the parties that explicitly reference the other party, including without limitation promotional or marketing material, but not including any announcement intended solely for internal distribution or any disclosure required by legal, accounting, or regulatory requirements, shall be coordinated with and approved by the other party in writing prior to the release thereof. Notwithstanding the above, each party agrees that the other may disclose, without approval, the existence of a contractual relationship between the parties and may include the party's name and logo on lists of parties with whom the other party is conducting business.
6.1. Indemnification of Third Party Providers. Client's indemnity obligations under the Agreement shall be applicable to Third Party Providers to the same extent as Refinitiv, and Refinitiv may exercise such rights on behalf of such Third Party Providers.
- Limitation of Liability
7.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL THE THIRD PARTY PROVIDER OF THE ANALYTICS SERVICES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR GOODWILL RESULTING THEREFROM), REGARDLESS OF CAUSE AND REGARDLESS OF WHETHER OR NOT SUCH THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Survival. The provisions of this Section 7 shall survive any termination of the Services or the Agreement.