Institutional & Enterprise Terms of Service

These Hudson Labs Inc. (“us” or “we” or “our”) terms and conditions of service (“Terms”) govern interactions between you (“you” or “your”) and your access to and use of the Subscription Materials and the Platform (the “Offering”). For purposes of this Agreement, “you” also refers to and incorporates the authorized Users under the Subscription.

These Terms include the Subscription or Trial Form or any other relevant subscription documents (collectively with these Terms, the “Agreement”). We expressly reject any additional or different terms, including but not limited to terms you add or append to this Agreement unless we agree in writing.

Except with our prior written consent, you may not access the Subscription Materials, the Platform, the Downloaded Content or any other services or materials offered by us (the “Services”) if you compete with our business in any material way. You may not access the Services for purposes of monitoring the availability, performance, or functionality of the Services, or for any other benchmarking or competitive purposes.

1. Definitions

“Confidential Information” means any and all information disclosed (in each case, by or on behalf of, a Party) in the course of the Agreement that is, or should be reasonably understood to be, proprietary or confidential to a Party, including, without limitation, the terms of the Agreement, the Services, as well as financial, business, and technical plans and strategies, pricing information, inventions, and new products, services, and technologies of either Party.
“Intellectual Property” or “Intellectual Property Rights” means all intellectual property and proprietary rights anywhere in the world, whether registered or unregistered, including rights in and to patents and patent applications; copyrights, works of authorship, and moral rights; trade secrets, know-how, and confidential information; trademarks, service marks, trade names, and logos, together with associated goodwill; database rights; software, algorithms, and models; and all applications, registrations, renewals, and extensions of any of the foregoing.
“Party” means you or us, as applicable and “Parties” means you and us.
“Platform” means the technology offered by us as:
1. web application; or
2. other access mechanism including by way of secure file transfer protocol which will provide access to the Subscription Materials;
“Subscription” means the rights of access to, or use of, the Offering under a current and valid Subscription Form, Trial Form or any other written agreement between us and you.
“Subscription Materials” means the software and data we provide you under the paid, trial or pilot Subscriptions, including all newsletters, content, data and reports, and all metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Subscription Materials whether such data is provided on the Platform or through any other access mechanism, including by API or secure file transfer protocol. “Subscription Materials” shall not include the underlying public data or disclosures listed at https://www.sec.gov/sec-data-resources or elsewhere, when downloaded, referenced or used in their original “as-filed” format or a copy thereof.
“User” or “Users” means an individual or individuals who are authorized by us to use the Subscription Materials and the Platform (meaning those individuals for whom Subscriptions have been purchased and/or who have been supplied user identifications and passwords for that purpose).
“Customer Content” means the queries, prompts, documents, and other materials that you or your Users submit to the Services, if any.

2. Purpose, Rights, and License

2.01 Subscription and Licence of the Offering

Upon acceptance of these Terms and the Agreement, we hereby grant to you, effective for the duration of the Trial Term or Subscription Term a non-exclusive, non-transferable, non-sub licensable, limited license to use the Offering. You may use the Offering only as expressly permitted by the Terms. The Offering is solely and exclusively for your use and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of these Terms. Except as expressly provided herein, you may use the Offering solely in the regular and ordinary course of your business and for internal use only.

2.02 Secure Access

We will use commercially reasonable security technologies in providing the Offering and you shall comply with our applicable security guidelines and procedures made known to you through the Platform or otherwise. You agree that we do not control the transfer of data, over telecommunications facilities, including the Internet, and we do not warrant secure operation of the Platform or that there will be no disruptions of the Services.

2.03 User Limits

The number of authorized Users that shall have access to the Offering pursuant to a Subscription shall be limited to individuals that are your employees and agents who have a valid business relationship with you and an email address within your organization. If you are an organization that has other individuals that you wish to be included as authorized Users, you must provide a list of such proposed Users to us in writing and such proposed Users shall only become authorized Users upon our written consent to their specific authorization, which may be revoked in accordance with this Agreement. Violation of the restrictions set forth herein, which shall include sharing User IDs with any unauthorized individuals, will be considered a material breach of the Agreement and cause for termination of the Agreement. The rights granted in a Subscription are granted only to you, and do not extend to your shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included herein.

2.04 Authorized Use

Subject to the terms set forth in the Agreement, you are permitted to:

download and/or print content and data forming part of the Subscription Materials to a location or storage device under your exclusive control and only for your own use (“Downloaded Content”); and
extract, quote and/or distribute such Subscription Materials or Downloaded Content for aggregate-level work product (“Reports”),

but only internally (i.e., within your organization and not to any third parties) and only for your own use and in the regular course of work. Notwithstanding anything to the contrary in this Section 2.04, you agree and acknowledge that you will not share or publish any excerpt or distribution of the Subscription Materials, Downloaded Content or Reports with the media or any third party (in any form) without our prior written consent. You further agree and acknowledge that the access and distribution of such Services shall comply, in all instances, with the Terms and any applicable law.

2.05 Usage Restrictions

You agree and warrant that your right to access and use the Services is subject to the following conditions. You shall not:

use the Services in a manner contrary to or in violation of any applicable laws;
copy, reproduce, transmit, modify, distribute, publicly display, use or disclose the Services, except as expressly permitted in the Agreement;
sell, rent, license, lease or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Services as a primary source to create and/or maintain any market index or database that you publish or distribute to third parties;
distribute or make available any databases, interfaces, mobile platforms, or software programs comprising the Services;
share, in any way modify, adapt, translate, or make derivative works from or of the Services or otherwise reverse engineer, decompile, disassemble, or otherwise attempt to reduce any object code of any of the foregoing to human perceivable form or permit others to do so;
use the Services, directly or indirectly, in any manner that could cause the Services so used to be a substitute for the Subscription Materials;
access or use the Services:
1. in order to build a competitive solution or to assist a third party to build a competitive solution, or
2. to load test the Platform in order to test scalability or exceed the usage limits which may be specified by us;
remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Services; or
allow web scraping, overuse, or replication of large portions of the Services.

2.06 Compliance With Laws, Rules, Regulations & Other Judicial Requirements

Both parties hereby agree that there is nothing in the Terms, or any other related policy including the Privacy Policy and any form, that prohibit you from:

complying with request for records, information, or data that result from any judicial orders, decrees, inquiries, investigations and examinations by regulatory authorities; and
maintaining such records, information or data whose retention is required by you under the Investment Advisers Act of 1940, the Commodity Exchange Act, and any other securities, commodities or insurance related law, rule, or regulation.

Both parties also agree that to the extent that any provision described in the Terms, Privacy Policy, Subscription Form or Trial Period Form conflicts with Section 2.06, this section shall be authoritative and take precedence. This clause may not be subsequently amended or changed in any way without the express written authorization of both Parties.

2.07 Reservation of Rights

Notwithstanding anything to the contrary in Section 2.04, we reserve the right, in our sole discretion, to temporarily or permanently block access to the Services for violations of usage restrictions, including the ability to download or distribute any Subscription Materials, at any time.

2.08 Internal Use

You have the right, if technically possible, to export the Offering to an internal file, and may use such exported Offering internally with a standard, commercially-available, third party program, and such Subscription Material so exported shall remain subject to the Agreement.

2.09 Your Responsibilities

You shall:

be responsible for Users’ compliance with the Agreement;
use reasonable efforts to prevent unauthorized access to or use of the Services;
notify us promptly of any known or suspected unauthorized access or use, and
use the Services in accordance with the Agreement, applicable laws, and government regulations.

You shall not:

make the Services available to anyone other than authorized Users;
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 intellectual property or privacy rights;
use the Services to store or transmit malicious code, which includes, without limitation, any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Services; or
attempt to gain unauthorized access to the Services or their related systems or networks.

3. Registration and Security

3.01 Registration and User ID

Some of the Services require secure login through a unique username and password (collectively, “User ID”). If Users access Services using secure User IDs, you agree as follows (and shall compel your Users to agree) for purposes of initial registration and general User ID security:

as part of the registration process, which may be necessary to obtain access to the Services, you and each User shall provide certain truthful registration information to us (subject to all confidentiality obligations stated herein), with each registration being for a single User only;
Users shall have access to the Services during the Subscription Term through their User IDs, which may be used by Users to gain access to the Services only for so long as such Users are authorized to access and use the Offering in accordance with the Terms; and
you and each User agree to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to or with any person other than as directed by you or permitted by us in writing.

Notwithstanding anything to the contrary stated herein, we shall not be liable to you or any third person or entity for any loss or damage arising from your failure to comply with these security requirements. If you intend or direct a User to sell or transfer a device on which the Services are accessed, you agree to remove any Services and delete all internet files (i.e. cookies) obtained by or through use of the Services that are stored on such device.

3.02 Audit and Monitoring

Subject to any confidentiality obligations contained herein, and unless you provide us with such information needed to confirm compliance by you with this Agreement within fourteen (14) days of our request for such information, we reserve the right to audit and monitor the use of the Services to ensure compliance with the Terms, and this Agreement and to maintain and improve the provision of the Services. Additionally, we may audit your use of the Services for compliance purposes relating to purpose, rights, license, registration and security, particularly regarding compliance with User ID and User limit restrictions. You agree to cooperate with our audit and provide reasonable assistance and access to information. We shall not be responsible for any of your costs incurred in cooperating with the audit. We acknowledge that our audit of your use of the Subscription Materials shall not reasonably interfere with your duties and responsibilities under the Investment Advisers Act of 1940 and any other applicable securities or insurance, law, rule, or regulation.

4. Fees and Payment for Services

You shall pay all fees specified in all applicable Subscription Forms. Fees are quoted and payable in United States dollars, unless otherwise specified. Fees are non-cancelable and non-refundable.

Fees are limited to those quoted on a Subscription Form or in a written agreement. For clarity, there are no fees or commitments associated with a Trial Form, unless otherwise specified. In the event of any conflict between the fee/payment terms of these Terms and a Subscription Form or Trial, the provisions of the Subscription Form or Trial Form will supersede.

4.01 Invoicing and Payment

Use of the Offering is subject to timely payment by you for all fees required by, and in the manner described under, the applicable Subscription Form. You agree to provide us with complete and accurate billing and contact information.

If you provide credit card information to us, you authorize us to charge such credit card for the Subscription Term and any renewal or extension thereof. Such charges shall be made in advance, in accordance with the billing frequency stated. Unless otherwise stated in the Subscription Form, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date. You are responsible for maintaining complete and accurate billing and contact information, and notifying us of any changes.

4.02 Suspension of Service

If any amount owing by you under this or any other applicable Subscription Form for our Services is overdue (or 30 or more days overdue in the case of amounts you have authorized us to charge to your credit card), we may, without limiting any other of our rights and remedies, suspend or terminate your access to the Services until such amounts are paid in full.

4.03 Taxes

Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases hereunder. To the extent we have any legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights

5.01 Our Intellectual Property

As between the Parties, we own all right, title, and interest, including all Intellectual Property Rights, in and to the Services, including the Platform, the Subscription Materials, and our software, machine learning models, retrieval mechanisms, data pre-processing and post-processing pipelines, classification and metadata algorithms, system prompts, scoring and ranking methodologies, analytics, user interfaces, and visual design, together with all improvements, modifications, and derivative works of any of the foregoing. Except for the rights expressly granted in this Agreement, no license or other right is granted to you or any User by implication, estoppel, or otherwise, and we reserve all rights not expressly granted.

5.02 Customer Content

As between the Parties, you own all right, title, and interest in and to Customer Content. You grant us a limited, non-exclusive, non-transferable, worldwide, royalty-free license to host, process, transmit, and display Customer Content solely for the purpose of providing, securing, and maintaining the Services for you. For clarity, we will not use Customer Content to train, fine-tune, or improve any machine learning model. Customer Content is processed solely to provide the Services and is handled in accordance with the Privacy Policy. This license terminates upon deletion of the applicable Customer Content or upon termination of this Agreement, except that we may retain Customer Content to the limited extent and for the limited duration required by applicable law, subject to the same use restrictions. You represent and warrant that you have all rights necessary to submit Customer Content to the Services and that Customer Content does not violate applicable law, infringe or misappropriate the rights of any third party, or contain material non-public information or information you are under a duty of confidentiality not to disclose.

5.03 Feedback

If you provide us with any ideas, comments or suggestions relating to the Services (“Feedback”), we retain all rights in that Feedback, and anything created as a result (including new Services or any derivative works) are owned solely by us. For avoidance of doubt, none of your intellectual property or Confidential Information shall be considered Feedback.

6. Confidentiality

6.01 Confidential Information

Neither Party will disclose the other Party’s Confidential Information, except as set out herein. Recipient’s obligation under this Agreement to treat information as Confidential Information does not apply to information that:

is already known to recipient at the time of disclosure and was not obtained, directly or indirectly, from discloser;
is independently developed by recipient without reference to or use of the discloser’s Confidential Information;
is obtained by recipient from another source without a breach of any obligation of confidentiality owed by that source to discloser; or
is or becomes publicly available through no wrongful act of recipient or any party that obtained the information from recipient.

The recipient may also disclose Confidential Information to the extent recipient is served with a subpoena or other valid legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of discloser’s Confidential Information, recipient shall, unless prohibited by law, promptly notify discloser of that fact and cooperate fully (at discloser’s expense) with discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance. A non-public disclosure made pursuant to the foregoing sentence will not, by itself, remove any Confidential Information from the protections of this Agreement. The foregoing shall not apply to the Customer’s ability to disclose, without prior notice to Hudson Labs Inc., Confidential Information to regulatory authorities engaged in the routine oversight and examination of Customer, provided that (i) neither Hudson Labs Inc. nor the Confidential Information is the focus of such examination and (ii) such Confidential Information shall be disclosed under statutory or regulatory obligation of confidentiality.

6.02 Obligations

You agree to safeguard the Services and User IDs against unauthorized use or disclosure with means at least as stringent as those you use to safeguard your own Confidential Information, and in no event with less than reasonable means. Recipient of Confidential Information shall disclose Confidential Information to its employees, independent contractors, or professional advisors who need to know it for the purpose of the Subscription and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement. Recipient will ensure that those people and entities use the Confidential Information only to exercise the rights and fulfill the obligations set forth in the Agreement and in accordance with the confidentiality obligations applicable to the recipient’s performance under the Agreement.

6.03 Disposal

Notwithstanding anything to the contrary herein, upon the termination or expiration of the Agreement, or upon our request, you will immediately and securely destroy or return all such Confidential Information of ours in your possession, subject to applicable records retention laws or regulations.

6.04 Injunctive Relief

You acknowledge and agree that in the event of any breach of the confidentiality obligations or Intellectual Property Rights contained in this Agreement by you, we could suffer irreparable harm and injury and no remedy at law may afford us adequate protection against, or appropriate compensation for, such injury. Accordingly, you agree that in any such event, we will be entitled, in addition to all other potential rights and remedies available to us at law, to seek immediate injunctive relief as may be granted by a court of competent jurisdiction.

6.05 Privacy

Without limiting the generality of this Agreement, your use of the Services is also subject to the terms of our privacy policy, available at https://www.hudson-labs.com/privacy (the “Privacy Policy”), which is hereby incorporated into and made part of these Terms. Please carefully review the Privacy Policy, as it describes how we handle the information you provide when you use or access the Services. For certainty (and as further described in our Privacy Policy), we do not use any data gathered from Users for the purpose of training artificial intelligence models.

By executing this Agreement, you signify that you have read, fully understand and consent to the collection and use (as set forth in the Privacy Policy) of this information and you agree to be legally bound by the Privacy Policy. We shall maintain reasonable information security measures to protect all information provided by you through the Services and any information generated by the Services against accidental or unlawful modification, destruction or processing or unauthorized disclosure, use or access, such physical, procedural, technical and general organizational security measures being no less than that used by us to protect our own Confidential Information.

7. Warranties and Disclaimers

7.01 Warranties

Each party represents that:

it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and
it has the power and authority to enter into and perform all of its obligations under this Agreement.

7.02 Disclaimer

Except as expressly provided herein, the Services are provided on an “as is” and “as available” basis. None of us or any of our shareholders, officers, directors, employees, contractors or agents (collectively, “our Parties”) guarantee the accuracy, completeness, timeliness, reliability, suitability or usefulness of any portion of the Services. None of our Parties warrant that the Services will be uninterrupted or error free or that the Services are free of computer viruses or other harmful elements. You expressly agree that the entire risk as to the quality of the Services and the accuracy, timeliness or completeness of the Services is assumed solely by you. Our Parties do not make any warranties, express or implied, statutory or otherwise, regarding the Services and hereby specifically disclaim any and all representations, conditions, endorsements, guarantees and warranties, express or implied, regarding the Services including without limitation the implied warranties of merchantability and fitness for a particular purpose, title and non-infringement or third-party rights. Our Parties do not agree to any obligations of confidentiality, nondisclosure or non-use, except as explicitly provided herein or in the Privacy Policy.

7.03 No Professional Advice

None of the Services constitute investment advice or other professional advice, opinion or recommendation by us. We do not claim to be and are not brokers, dealers or investment advisors and nothing herein shall constitute a recommendation with respect to any trade in any securities or companies. You make your own investment decisions, if any, based upon your personal due diligence, investigation and other personal investment criteria. You assume all responsibilities and obligations with respect to any decisions, advice, conclusions, investment strategies or recommendations made or given as a result of the use of the Services, including without limitation any decision made or action taken by you in reliance upon the Services. As a condition to your use of the Services, you hereby waive and release any and all claims, causes of action or other rights you might have against any of our Parties arising out of or relating to the review of any of the Services.

7.04 Third-Party Components and External Websites

The Platform relies on receipt of data from third parties and/or use of other third party technology that is made available to you as part of the Services (“Third Party Components”) and to which you may be granted access at our discretion. You may only access the functionality of the Third Party Components as part of and in the course of receiving the Subscription Materials through the Platform. You may not make or attempt any direct access to any such Third Party Components other than access intentionally provided by us in connection with its limited rights to the Offering. All Third Party Components are the property of their respective third party suppliers, and if required under the Platform. Such third party suppliers reserve all rights to the Third Party Components, including all related Intellectual Property Rights therein. You agree not to contest the ownership of any Third Party Components nor use any trademark or service mark belonging to a third party supplier. All limitations, restrictions and obligations applicable to the Platform set forth in this Agreement shall also apply to your use of the Third Party Components. Further, the Platform and Subscription Material may contain links to external websites and information provided on such external websites by third party service providers. We shall not be responsible for the contents of any linked website, or any changes or updates to such sites. You further agree that we shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any information, data stream, goods or services available on or through any such linked website or any such Third Party Component. We will provide you with a list of third party data suppliers, upon request.

8. Indemnification

8.01 Indemnification by You

You agree to indemnify, defend, and hold our Parties harmless, from and against any and all losses, damages, liabilities, penalties, deficiencies, actions, judgements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the costs of pursuing any insurance providers (collectively, the “Losses”) incurred by our Parties in connection with any actual, threatened, or potential actions, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violations, proceeding, litigation, citations, summons, subpoena, or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at law, in equity or otherwise (collectively, “Claim”) by a third party to the extent that such Losses arise out of or relate to:

your access to or use of the Offering;
your breach of the Terms or this Agreement, or the Privacy Policy; or
the infringement by you, including any unauthorized use of your account, of any Intellectual Property, Intellectual Property Rights or other right of any person or entity.

We shall promptly notify you of any Claim for which indemnification is sought, following actual knowledge of such Claim, provided however that the failure to give such notice shall not relieve you of your obligations hereunder except to the extent that you are materially prejudiced by such failure (and then only to the extent of such prejudice). In the event that any Claim is brought, you shall have the right and option to undertake and control the defense of such action with counsel of your choice, provided however that we may undertake and control such defense in the event of the material failure of you to undertake and control the same.

8.02 Indemnification by Us

We agree to indemnify, defend, and hold you harmless, from and against any and all Losses incurred by you in connection with any actual, threatened, or potential Claim by a third party to the extent that such Losses arise out of or relate to:

our breach of the Terms or this Agreement, or the Privacy Policy; or
the infringement by us, of any Intellectual Property, Intellectual Property Rights or other right of any person or entity.

You shall promptly notify us of any Claim for which indemnification is sought, following actual knowledge of such Claim. In the event that any Claim is brought, we shall have the right and option to undertake and control the defense of such action with counsel of our choice. You shall not consent to judgment, concede, settle, or compromise any Claim without our prior written approval.

9. Limitation of Liability

This Article 9 states our entire liability and your sole and exclusive remedy for claims and actions related to the Services.

9.01 Limitation of Liability

Except for our gross negligence, fraud or willful misconduct or as otherwise required by applicable law, in no event shall our aggregate liability arising out of or related to this Agreement under any theories of recovery or liability, including the use or inability to use the Services, whether in contract, tort or under any other theory of liability, exceed the amounts paid or payable by you to us under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

9.02 Exclusion of Consequential and Related Damages

In no event shall we be liable to you for any lost profits or revenues, loss of data, use, income, profit or savings or for any indirect, special, incidental, exemplary, consequential or punitive damages however caused, whether in contract, tort, breach of warranty, negligence and strict liability, or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion or liability for incidental or consequential damages. Notwithstanding the foregoing, this Agreement shall not limit any liability for death or personal injury directly resulting from our negligence if and to the extent such limitation would violate applicable law. No action, regardless of form, arising out of or pertaining to the Services may be brought by you more than six years after the cause of action has accrued.

10. Term and Termination

10.01 Term of Agreement

For a Subscription Form, this Agreement will commence on the first day of the initial term set forth on your first Subscription Form and will continue in effect until the earlier of:

the expiration of the Subscription Term noted in the Subscription Forms applicable to you (including any renewal periods unless notice of non-renewal is provided); and
the termination of this Agreement in accordance with its terms (the “Subscription Term”).

For a Trial Period Form, this agreement will continue in effect until the earlier of:

the termination date set out in the Trial Form; and
the termination of this Agreement in accordance with its terms (the “Trial Term”).

10.02 Term of Purchased Offering

Subscription Terms shall be as specified in an applicable Subscription Form. Subscription Terms will automatically renew for additional subscription periods equal to the expiring Subscription Term, or written subscription agreement, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the relevant Subscription Term. Pricing for a Subscription during any renewal term may increase by up to 8% above the list pricing applicable to the prior Subscription Term, unless we provide you with notice of different pricing at least ninety (90) days prior to the applicable renewal term. For clarity, if pricing during the prior Subscription Term reflected any discount, pilot or feedback-program pricing, then unless otherwise expressly stated in the applicable Subscription Form such discounted pricing applies only to the Subscription Term for which it was granted and does not carry over to any renewal term.

10.03 Termination

A Party may terminate this Agreement by providing written notice to the other Party upon a breach of terms of this Agreement by the other Party.

10.04 Effects of Termination

Upon termination or expiration for any reason:

All licenses or use rights granted to you will terminate immediately, as will all our support and maintenance obligations, if any;
You shall (and shall ensure all Users) immediately cease using the Services and you shall remove all copies of the Services from your computers and systems and in your possession and control, except that you may retain Services in aggregate form, that is included in Reports that were created by you prior to the date of termination, in accordance with this Agreement;
You shall irretrievably destroy all copies our other related Confidential Information and Intellectual Property in your possession; and
You shall provide to us with a written certification signed by an authorized officer certifying that you have complied in full with the foregoing.

10.05 Surviving Provisions

Article 4, Article 5, Article 6, Article 7, Article 8, Section 9.03, this Section 9.04, Article 9, Article 10, Article 11 and Article 12, shall survive any termination or expiration of the Agreement.

11. Notices, Governing Law and Jurisdiction

11.01 Notices

You acknowledge that you will direct notices under the Agreement to: info@hudson-labs.com.

11.02 Manner of Giving Notice

Except as otherwise specified in the Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:

the first business day after sending by email, or
by posting on the website, if applicable.

Notices to you shall be addressed to the customer business contact designated by you herein, and in the case of billing-related notices, to the relevant customer billing contact designated by you.

12. General Provisions

12.01 Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Each Party consents to the exclusive jurisdiction of the State of New York and courts thereof located in New York City.

12.02 Export Compliance

In addition to the requirements contained in these Terms, you will not export or re-export, directly or indirectly, any Services, our Confidential Information or other deliverables contrary to all applicable export laws or when using or accessing the Services.

12.03 Material Non-Public Information

We will use reasonable efforts to ensure that the data sources we use do not contain any material non-public information. For certainty, material non-public information means information that:

relates specifically to a publicly traded security or its issuer;
is not known to the public; and
a reasonable investor would consider important in making an investment decision.

You represent that your use of the Service will comply with all applicable securities laws and your own firm’s compliance policies.

12.04 Relationship of the Parties

The relationship between the parties is that of independent contractors. This Agreement is not to be construed as creating any partnership, franchise, joint venture, agency, or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party.

12.05 No Third-Party Beneficiaries

Except for any of our third party suppliers and licensors and our Parties as applicable, there are no third party beneficiaries to the Agreement.

12.06 Waiver and Cumulative Remedies

No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

12.07 Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

12.08 Assignment

Neither Party has the right, without the prior written consent of the other party, to assign or transfer this Agreement, or any part of this Agreement except that we may assign this Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Except as provided herein, any attempt to assign or transfer all or any part of this Agreement without first obtaining that written consent will be void and of no force or effect.

12.09 Amendment

We may update these Terms from time to time. If we make material changes, we will notify you by email prior to the effective date. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. Except for changes made by us as described here, no other amendment or modification of this Agreement will be effective unless set forth in an agreement signed or otherwise agreed in writing by both you and us.

12.10 Entire Agreement

The Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted.