This Web Site Use Agreement (this "Agreement") is between World'vest Base Inc. (WVB) and "You," in your individual capacity and on behalf of the Company for which You are an authorized agent, employee or representative. Use of this Web Site (the "WVB Web Site") and any of the data contained in the WVB Web Site (the "Data") signifies the agreement of You to the terms and conditions of use set forth below in this Agreement. YOU AGREE TO CAREFULLY READ AND ACCEPT THESE TERMS AND CONDITIONS OF USE BEFORE USING ANY PART OF THE SERVICE.If these terms and conditions of use are not accepted, You are not authorized to access or otherwise use any part of the WVB Web Site or the Data (as defined in Paragraph 2 below).
The Data may be used solely by You for internal purposes only. You shall keep Your password (if any is provided to You) confidential. You may not share Your password with any other person. You may not resell or otherwise transfer or allow the use of the Data, or any part thereof, directly or indirectly, by or for the benefit of, any other person or organization. You agree to treat the Data as proprietary to WVB and that You will keep the information contained in the Data strictly confidential. You agree to take all steps reasonably necessary (or requested by WVB) to protect the rights of WVB. Notwithstanding the foregoing, You may provide Resultant Information Services to Your clients. For purposes of this provision, "Resultant Information Service" shall mean a service or product provided by You which (i) contains information derived from the Data (e.g., by application of formulas, algorithms, or the exercise of human judgment), but which does not provide a mechanism for computing or reproducing the Data, or (ii) contains reasonable excerpts of the Data that constitute a nonmaterial portion of the Data. In this connection, portions of the Data comprising 25% or more of the Data items for one point in time or portions of the Data cumulatively comprising 25% or more of a complete time series for a single Data item will not be regarded as "nonmaterial," whether such portions have been provided to single or multiple clients and prospective clients and whether or not such portions have been so provided on one or multiple occasions. WVB reserves the right to determine, in its sole discretion, the materiality of portions of the Data comprising less than 25% of the Data items.
2 Notwithstanding the foregoing, You will not use or permit use of the Data to verify or correct data in any other compilation of data or index. Also, unless WVB has, in writing, authorized You to do so, You shall not use or permit anyone else to use the Data or any portion thereof in connection with the writing, creating, marketing or promotion of any financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private placement basis or otherwise (except as expressly provided herein) or to create any indices (custom or otherwise).
You may download Data for Your personal use, subject to the terms and conditions of this Agreement. You may not, however, without the written permission of WVB, (i) copy any component of the Data (including, without limitation, to a mainframe central processing unit), (ii) alter, modify or adapt any component of the Data, including but not limited to translating, decompiling, disassembling or creating derivative works, or (iii) make any component of the Data available to any other person or organization directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
You further agree to reproduce on all copies of the Data authorized by WVB (all of which shall be the property of WVB) all copyright, proprietary rights and restrictive legends appearing on the original copy of the Data.
You acknowledge that in the event of a breach by You of the provisions of this Section II, WVB will suffer irreparable injury not compensable by money damages for which WVB will not have an adequate remedy at law and therefore WVB shall be entitled (in addition to money damages) to injunctive or other equitable relief to prevent or curtail any breach thereof, threatened or actual.
WVB may monitor Your use of the WVB Web Site. You acknowledge that any transmission by You through the WVB Web Site (a "Communication") (i) is voluntary and not confidential, (ii) may be read or intercepted by others, and (iii) may be shared with WVB, its affiliates, subsidiaries and controlling entities of WVB throughout the world. You acknowledge that by submitting Communications to WVB, no confidential, fiduciary, contractually implied or other relationship is created between You and WVB other than pursuant to and in accordance with this Agreement. By transmitting Communications through the WVB Web Site, You hereby grant to WVB, its affiliates, subsidiaries and controlling entities a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against WVB, its affiliates, subsidiaries and controlling entities for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.
You hereby agree to comply with all applicable laws, rules and regulations (including, but not limited to, all data protection regulations and legislation) in Your use of the WVB Web Site. Without limiting the generality of the foregoing, You hereby agree to procure all necessary consents, licenses, permits and authorizations as may be required by any applicable law, rule or regulation for Your use of the WVB Web Site, including any such consents, licenses, permits and authorizations for the transfer and use of personal data to WVB, it affiliates, subsidiaries and controlling entities, and to provide WVB with evidence that such consents, licenses, permits and authorizations have been obtained.
You acknowledge that in the event You are using a link to a web site external to the WVB Web Site or external to any other service provided by WVB, You understand that You are visiting a site that is unconnected to any WVB Web Site and is not operated or controlled by WVB. The availability of the link does not mean that WVB, or its directors, members, officers or employees endorses the information provided therein, makes any recommendation, representation or warranty with respect thereto or accepts any liability whatsoever, in respect of the linked web site that You visit or any information provided therein.
Access to the WVB Web Site is provided at no charge. Certain sections are provides at a charge and can either be accessed by subscription or pay as you go.
You will pay all federal, state, and local sales, personal property, ad valorem, and other taxes of a similar nature (but not including WVB's income taxes) arising as a result of this Agreement.
Either You or WVB may terminate this Agreement upon notice.
Upon termination of this Agreement for any reason, You shall destroy or return to WVB all copies of the Data in the Your possession.
WVB reserves the right, at its sole discretion, to change, modify, add, terminate or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in this Agreement will be posted on the WVB Web Site from time to time at which time You will be given an opportunity on behalf of Yourself to accept the Agreement as revised or discontinue access to, and use of, the WVB Web Site. Company also reserves the right, at its sole discretion, to change, suspend or discontinue parts or all of the WVB Web Site at any time without prior notice or liability, or to impose limits or restrict Your access to parts or all of the Service at any time without prior notice or liability or to impose charges for use of the WVB Web Site.
The Data is for information only, and is not an offer or recommendation to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular trading strategy. ALTHOUGH WVB SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE DATA AND INDEXES FROM SOURCES WHICH WVB CONSIDERS RELIABLE, NEITHER WVB, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN THE COMPILATION OF THE INFORMATION GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. THE DATA IS PROVIDED TO YOU ON AN "AS IS" BASIS. NEITHER WVB, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN THE COMPILATION OF THE DATA MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND WVB EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE DATA AND ACKNOWLEDGE THAT DATA FIELDS MAY NOT BE CONSISTENT THROUGHOUT THE DATA. IN NO EVENT SHALL WVB, ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN THE COMPILATION OF THE DATA, BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR INABILITY TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF WVB HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
Except as set forth in Paragraph 6.2, You agree to indemnify and hold harmless WVB, its affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs, as incurred, arising in any manner out of Your or any third party's use of, or inability to use, the Data or any breach by You of any provision contained in this Agreement.
WVB agrees to indemnify and hold You harmless from and against losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs, as incurred, arising out of any claim that WVB does not possess all rights necessary to make the Data available to You as set forth in this Agreement.
You acknowledge that (i) the Data and all components thereof constitute copyrighted, trade secret, and/or proprietary information of substantial value to WVB, (ii) that You receive no proprietary rights whatsoever in or to the Data, and (iii) that title and ownership rights in and to the Data and all the rights therein and legal protections with respect thereto remain exclusively with WVB. You shall not, and shall not assist any third party to, assert any rights in the Data or any component thereof or challenge WVB's rights therein.
This Agreement supersedes all prior oral or written negotiations and discussions of the parties and constitutes the entire agreement between the parties with respect to the subject matter hereof. WVB may modify the terms and conditions hereof from time to time upon notice to You.
This Agreement may not be assigned by You and any attempt to do so shall be null and void.
Except for the parties to this Agreement and as set forth in Sections V and 6.1 hereof, no other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement.
If any provision hereof shall for any reason be declared to be void or illegal, the enforceability of this Agreement or any other provision hereof shall not be affected. In addition, the parties agree that such void or illegal provision shall be construed in a manner designed to effectuate its purpose to the fullest extent enforceable under applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws principles and You hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Cook County, Chicago, State of Illinois.
All remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedy of WVB at law or in equity.
All notices given hereunder will be in writing, delivered personally, sent by e-mail, mailed by registered or certified mail, or delivered by overnight mail. Notices to You may be sent to the Your e-mail address You provide in Your registration application and notices to WVB shall be sent to Morgan Stanley Capital International Inc., 1221 Avenue of the Americas, New York, New York 10020, Attention: General Counsel. Notices will be deemed given upon receipt.
Notwithstanding any expiration or termination of this Agreement, the rights and obligations set forth in Paragraphs 2.5, 2.6, 3, 4.2, and 5 through 16, inclusive, shall survive such termination and remain in full force and effect.
WVB shall not be responsible for any delay or failure in performances resulting from acts beyond its control. Such acts shall include but not be limited to an act of God, an act of war, terrorism, a riot, an epidemic, fire, flood, or other disaster, computer failure, an act of government, and a strike or lockout.