This Customer Subscription and Terms of Use Agreement (this “Agreement”) is made as of 07 October, 2024 (the “Effective Date”), by and between QuantCrunch Inc., a Delaware corporation (“QuantCrunch”), and a subscriber of the QuantCrunch System (“Customer”).
Each of QuantCrunch and Customer may be referred to as a “Party” herein and together as the “Parties.” This Sales Proposal (the “Sales Proposal”) and any Service Level Agreement (“SLA”) and Statement of Works (“SOW”) executed by and between QuantCrunch and the
Customer shall be deemed to be incorporated herein.
WHEREAS, QuantCrunch’s proprietary online web applications and related tools at www.quantcrunch.com allows users to run evaluate and back test financial products, perform dynamic financial data analysis and access to over hundred thousand datasets and
pre-compiled reports (the “QuantCrunch System”);
WHEREAS, Customer desires to access and to grant to certain authorized individuals (the “Users”) and use QuantCrunch Systems, and QuantCrunch desires to provide such access, in accordance with the terms and conditions herein;
NOW, THEREFOR, in consideration of the covenants set forth herein, QuantCrunch and Customer hereby agree as follows:
1. Provision of the Service.
1.1 Provision Generally. QuantCrunch will provide Customer and its Users with access to the QuantCrunch System and any related services (collectively the “Service”) in accordance with the terms and conditions of this Agreement. In order to access and use the Service,
Customer is responsible at its own expense for obtaining its own Internet access, and any hardware and software required therefor as provided in any implementations guides or help or user documentation provided by QuantCrunch on its website at www.quantcrunch.com,
or other form (the “Documentation”).
1.2 Grant of Rights. Subject to the terms and conditions of this Agreement, QuantCrunch hereby grants to Customer and its Users a limited, non-exclusive, non-transferable (without right to sub-license) right to access and use the Service, solely for Customer’s business
purposes during the Term. All rights not expressly granted to Customer are reserved by QuantCrunch and its licensors. There are no implied rights.
1.3 Restrictions. Customer shall not (and shall not allow any of its Users or any third party to): (a) use the Service to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not
expressly permitted herein; (b) permit any third party or individual to access or use the Service; (c) sell, distribute, rent, lease, service bureau, post, link, disclose or provide access to the Service, directly or indirectly, to any third party; (d) alter, modify,
debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; or (e) use any robot, spider, scraper or other automated means to access the Service, or engage in any
scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service. Customer shall keep all passwords and access keys provided to it safe and secure, and shall be responsible for all use of the Service using passwords or access keys issued
to Customer. Customer shall notify QuantCrunch immediately of any actual or suspected unauthorized use of its passwords or access keys. Without limiting any of its other rights or remedies, QuantCrunch reserves the right to suspend access to the Service if QuantCrunch
reasonably believes that Customer (or any User thereof) has materially violated the restrictions and obligations in this Agreement or the Documentation in connection with its use of the Service (in which case, it shall provide Customer prompt written notice of such suspension).
1.4 Customer Cooperation. Customer shall: (a) reasonably cooperate with QuantCrunch in all matters relating to the Service; (b) respond promptly to any QuantCrunch request to provide information, approvals, authorizations or decisions that are reasonably necessary
for QuantCrunch to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as QuantCrunch may reasonably request to provide the Service and ensure that such materials or information are complete and accurate
in all material respects.
2. QuantCrunch Technology.
In connection with providing the Service, QuantCrunch and its licensors shall operate and support the hosted environment used by QuantCrunch to provide the Service, including the QuantCrunch Technology, the server hardware, disk storage,
firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by QuantCrunch. As used herein, “QuantCrunch Technology” means all of QuantCrunch’s proprietary technology
(including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) embodied in the QuantCrunch System and/or made available to Customer by QuantCrunch
in providing the Service.
3. Support and Related Services
3.1 Up-time and Service Levels. QuantCrunch shall take commercially reasonable efforts to ensure that the Service is available and operational, subject to downtimes resulting from maintenance repairs and upgrades. QuantCrunch will attempt to notify Customers
via the Service of any planned downtimes. Notwithstanding the foregoing, QuantCrunch is not liable for any failures in the Service resulting from outages in telecommunications, public infrastructure or third party services outside of QuantCrunch’s control.
If applicable, QuantCrunch shall provide the Services, according to the performance criteria set forth in the SLA (“Service Level Standards”). In the event QuantCrunch fails to meet the Service Level Standards, Customer may be entitled to receive from
QuantCrunch service level credits set forth in the SLA.
3.2 Support Services and General Support. In addition to the support services provided by QuantCrunch to Customer in the detailed in the Sales Proposal, QuantCrunch provides general support for the Customer as detailed in the Documentation.
3.3 Professional Services.
From time to time, Customer may request and QuantCrunch may agree to provide certain custom development, consulting and training related to the QuantCrunch System and the Service as mutually agreed by the Parties (such services,
the “Professional Services”). Any and all Professional Services shall be detailed in one or more SOWs by and between QuantCrunch and the Customer, which shall specifically reference and be governed by this Agreement. Unless otherwise agreed upon in the
applicable SOW, all intellectual property and all rights embodied therein, created by QuantCrunch shall be owned exclusively by QuantCrunch.
4. Ownership.
Customer acknowledges and agrees that as between QuantCrunch and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the
collection, arrangement and assembly of information) and other content on or made available through the Service, other than data and information which the Customer inputs into the Service (the “Customer Data”)), the QuantCrunch Technology and all
improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by QuantCrunch or its licensors, and this Agreement in no way conveys any
right, title or interest in the Service or the QuantCrunch Technology other than a limited right to use the Service in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks,
service marks, trade names or logos. Customer shall not remove any QuantCrunch trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.
5. Fees; Payments; Taxes.
5.1 Service Fees. In consideration of the provision of the Service hereunder, Customer shall pay QuantCrunch the fees to use the Service in the amount and per the schedule and manner set forth on the Sales Proposal.
5.2 Professional Service Fees. If applicable, Customer shall pay for the Professional Services in the amount and per the schedule and manner set forth on the applicable SOW.
5.3 Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, the Professional
Services (if applicable) or Customer’s access to the Service. Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on QuantCrunch’s income), which may be invoiced by QuantCrunch from time-to-time.
5.4 Payment Method. Customer shall make all payments hereunder, in US dollars and without deduction of any charges, taxes or other amounts.
5.5 Late Payments. Customer shall be responsible for interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse QuantCrunch for
all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Customer hereunder.
6. Term; Termination.
6.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue until earlier terminated as provided hereunder until the last day set forth on the applicable Sales Proposal.
The entire term before termination is collectively referred to as the “Term” herein.
6.2 Termination for Breach. Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof.
6.3 Effects of Termination; Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and QuantCrunch shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service.
Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement.
7. Customer Data.
7.1 Data Generally. Customer Data is stored in a private and secure fashion, and will not be used by QuantCrunch except as permitted herein. Customer hereby grants to QuantCrunch a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce,
manipulate, display, transmit and distribute the Customer Data solely in connection with providing the Service to Customer, and improving and developing the Service. In addition, QuantCrunch may analyze Customer Data, and data of other customers, to create
aggregated or anonymized statistics or data that do not identify Customer or any individual, and QuantCrunch may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement
(including the Sales Proposal), Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer’s sole responsibility. QuantCrunch shall operate the Service in a
manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections.
7.2 Additional Customer Responsibilities. Customer is solely responsible for all Customer Data. QuantCrunch does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to QuantCrunch any
Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to QuantCrunch any Customer Data that Customer does not have a right to transmit due to any law, rule, regulation or other
obligation; (c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to QuantCrunch any material that contains software
viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the Service or servers or networks connected
to the Service; (f) upload or otherwise make available to QuantCrunch any Customer Data that constitutes protected health information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards issued thereunder;
or (g) violate any applicable law, rule or regulation, including those regarding the export of technical data.
8. Representations and Warranties; Disclaimer.
8.1 General Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a) it is a corporation, company or other entity (as applicable) duly organized, validly existing and in good standing in its jurisdiction of
organization; (b) its execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part; (c) the provisions set forth in this Agreement constitute legal, valid, and binding
obligations of such Party enforceable against such Party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally; and (d) its execution, delivery and performance of this Agreement do not
and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such Party is subject.
8.2 QuantCrunch Limited Warranty. QuantCrunch warrants that it will provide the Service in a competent and workmanlike manner. QuantCrunch does not warrant that it will be able to correct all reported defects or that use of the Service will be uninterrupted
or error free. QuantCrunch makes no warranty regarding features or services provided by any third parties. QuantCrunch retains the right to modify its services and the QuantCrunch Technology in its sole discretion; provided that doing so does not have
a material adverse impact on the Service hereunder. Customer’s sole remedy for QuantCrunch’s sbreach of the warranty in this paragraph shall be that QuantCrunch shall remedy the applicable error, or if QuantCrunch is unable to do so in a timely manner,
refund to Customer actual damages up to a limit of the fees paid for the Service for the period during which the breach of warranty occurred.
8.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8.1-8.2 ABOVE, QUANTCRUNCH MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR
IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS
BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.
8.4 Additional Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, ETC. FOR DELIVERY OF THE
SERVICES (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY, QUANTCRUNCH USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”). QUANTCRUNCH MAY CHANGE ITS HOSTING CONTRACTOR AND PAYMENT PROCESSOR AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS
SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, QUANTCRUNCH SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE
TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT QUANTCRUNCH IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR,
AND THAT QUANTCRUNCH COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR.
9. Limitations of Liability.
9.1 Damages Cap. EXCLUDING QUANTCRUNCH’S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 10.1 (AND AS LIMITED BY SECTION 10.4) TO THE FULLEST EXTENT PERMISSIBLE BY LAW, QUANTCRUNCH’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR
THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO QUANTCRUNCH UNDER THIS AGREEMENT DURING THE PRIOR 6 MONTHS.
9.2 Disclaimer of Indirect Damages. EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER, (B) ITS INDEMNIFICATION OBLIGATIONS OR (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY
LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE
SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
9.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT QUANTCRUNCH HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY
NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.
10. Indemnification.
10.1 QuantCrunch Indemnification. QuantCrunch shall defend, indemnify and hold harmless Customer and its directors, officers, employees and agents (“Customer Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits,
damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent based on any claim that the Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party
intellectual property or proprietary right (excluding patents).
10.2 Customer Indemnification. Customer shall defend, indemnify and hold harmless QuantCrunch and its directors, officers, employees, agents and providers (“QuantCrunch Indemnified Parties”) from and against any Claims to the extent based on any claim that the
Customer Data infringes any third party intellectual property or proprietary right (excluding patents).
10.3 Indemnification Process. As conditions of the indemnification obligations in Sections 10.1-10.2 above: (a) the applicable Customer Indemnified Party or QuantCrunch Indemnified Party (the “Indemnitee”) will provide the indemnifying Party (the “Indemnitor”)
with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the
Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor
shall use counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld).
10.4 Exclusions. QuantCrunch’s obligations in Section 10.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Service (including any use not strictly in accordance with the documentation therefor, QuantCrunch’s
instructions, and this Agreement), (b) any modification, alteration or conversion of the Service not created or approved in writing by QuantCrunch, (c) any combination of the Service with any computer, hardware, software or service not provided by
QuantCrunch, (d) QuantCrunch’s compliance with specifications or other requirements of Customer, or (e) any third party data or Customer Data. If the Service is or may be subject to a Claim of Infringement described in Section 10.1 above, QuantCrunch may,
at its cost and sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions;
or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any pre-paid fees for the Service associated with the then-remaining Term. QuantCrunch’s obligations in this Section 10 shall be
QuantCrunch’s sole obligations, and Customer’s sole remedies, in the event of any infringement of intellectual property or proprietary rights by or related to the Service.
11. Confidentiality.
11.1 Definition. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Term that is clearly labeled or identified as confidential or proprietary
when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach
of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both
Parties; and (ii) the Service and QuantCrunch Technology shall be deemed Confidential Information of QuantCrunch, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential.
11.2 General Obligations. Each Party agrees that it will during the Term and thereafter (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s
Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who
reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 11; and (d) protect all Confidential Information of the other Party
from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party
from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order) or the rules and regulations of the SEC or any national securities exchange; provided
that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by
the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors; provided that such third parties are
bound by confidentiality obligations offering substantially similar protection to those in this Section 11 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to,
or investing in or acquiring, such Party, as applicable).
11.3 Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination of this
Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies
of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential
Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.
11.4 Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides QuantCrunch with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively,
“Feedback”), the Feedback shall not be considered Confidential Information of Customer, and QuantCrunch shall be free to use, disclose, and otherwise exploit in any manner, the Feedback for any purpose.
12. Miscellaneous.
12.1 Compliance with Laws. Each Party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.
12.2 Hosting Providers. Customer acknowledges that the Service is hosted by third party hosting providers (the “Hosting Contractors”). QuantCrunch may change its Hosting Contractors at any time. Customer’s use of the Service is subject to any applicable
restrictions imposed by the Hosting Contractors. Notwithstanding any other provision of this Agreement, QuantCrunch shall not be liable for any problems, failures, defects or errors with the Service to the extent caused by the Hosting Contractors.
Customer acknowledges that the fees payable for the Service reflect the fact that QuantCrunch is not responsible for the acts and omissions of the Hosting Contractors.
12.3 Assignment. Customer may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of QuantCrunch. QuantCrunch may freely assign this Agreement, or assign any of its
rights or delegate any of its obligations under this Agreement. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each Party’s successor and permitted assigns.
12.4 Entire Agreement; Amendment. This Agreement (including the Sales Proposal attached hereto) contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements
or understandings, oral or written, with respect thereto. No pre-printed terms on any purchase order, invoice or similar document issued in relation to this Agreement shall have any effect on the Parties or this Agreement. This Agreement may be amended
or modified only by an express written agreement signed by duly authorized representatives of both Parties.
12.5 Notices. Unless otherwise specifically provided herein, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested,
to the addresses and individuals set forth on the Sales Proposal, unless the Parties are subsequently notified of any change of address in accordance with this Section. Any notice shall be deemed to have been received as follows: (a) by personal delivery,
upon receipt; (b) by facsimile or guaranteed overnight delivery, one business day after transmission or dispatch; or (c) by certified mail, as evidenced by the return receipt. If notice is sent by facsimile, a confirming copy of the same shall be sent by
mail to the receiving Party.
12.6 Force Majeure. QuantCrunch shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay
is caused by or results from any act, circumstance or other cause beyond the reasonable control of QuantCrunch, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not),
terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage.
12.7 Publicity. QuantCrunch shall have the right to use Customer’s name and logo on client lists published on QuantCrunch’s website and in marketing materials. QuantCrunch may announce the relationship hereunder in a press release provided that QuantCrunch
obtains Customer’s prior approval of the wording of the release (not unreasonably withheld).
12.8 Choice of Law. This Agreement is and will be governed by and construed under the laws of the State of New York, USA, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result.
The Parties hereby consent to the jurisdiction of any federal or state court located in the State of New York for any claim or other proceeding related to this Agreement or their activities hereunder, and waive any objections of improper venue or inconvenient forum.
12.9 Injunctive Relief. Each Party acknowledges that its breach of any intellectual property or confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the Service) will cause substantial harm to the other
Party that could not be remedied by payment of damages alone. Accordingly, the other Party will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to post
bond, in any court of competent jurisdiction.
12.10 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or
employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
12.11 Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising
from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.
12.12 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable
such provision in any other jurisdiction.
12.13 Headings; Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,”
or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.
12.14 Counterparts. This Agreement may be executed in two counterparts (which may be delivered by .pdf or other facsimile format acceptable to the Parties), each of which shall be an original and both of which taken together shall form one agreement.
