Your right to use 3P FUND INTELLIGENCE, SL – Institutional Fund Sales™ ("Service") in order to access fund ownership information including, but not restricted to, underlying holdings of mutual funds, pension funds and private portfolios is subject to the terms and conditions of the agreement below ("Agreement"), which provides a legal document between you (the "Subscriber") and the indicated corporate representative of 3P FUND INTELLIGENCE, SL ("3PFI") noted in advance of the terms. By using the Service you assert that you agree to these terms. If you do not agree to these terms, do not use the Service. "3PFI" in this Agreement shall refer to 3P FUND INTELLIGENCE, SL.
3PFI grants Subscriber a non-exclusive, non-transferable, limited license, as updated or modified from time to time, to use the 3P FUND INTELLIGENCE, SL – Institutional Fund Sales Service ("Service") in order to access and use the content that Subscriber has licensed access under separate agreements ("Subscriber's Fund Domiciles"). 3PFI agrees to provide to Subscriber such Services as Subscriber orders and pay for in accordance with and subject to Subscribers’ compliance with the Agreement. For present purposes, “Services” means access to Institutional Fund Sales functionality and the contents specified in the Subscriber's Fund Domiciles.
1.2 Software Restrictions.
Subscriber may not distribute, transfer, sell, resell, rent, lease, lend, publish, transmit, retransmit, disseminate, broadcast, circulate, or sublicense or otherwise assign any rights to the Service in whole or in part, without written authorization from 3PFI. Subscriber may not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Service. Subscriber may not reproduce all or any portion of the Service or any accompanying user documentation ("Documentation"), or modify, translate or otherwise create derivative works of the Service. Subscriber agrees to notify its employees and agents who may have access to the Service of the restrictions contained in this Agreement and to ensure their compliance with these restrictions. Additional terms may apply to some of the third party software available as part of the Service, and will govern usage of that third party software in the event of a conflict with this Agreement.
1.3 Access to Content in Subscriber's Fund Domiciles and Other 3PFI Products and Services.
Institutional Fund Sales service is made available to Subscriber for access via the internet. Underlying fund information Content within Subscriber's Fund Domiciles may not be distributed, transferred, sold, resold, rented, leased, lent, published, transmitted, retransmitted, disseminated, broadcasted, circulated, or sublicensed or otherwise assigned without written authorization from 3PFI.
1.4 Use of Service.
Access via a supported web browser and version is necessary to access Institutional Fund Sales and use various features.
Subscriber acknowledges and agrees that all right, title and interest in and to the Service, supporting documentation, and any other related materials, including but not limited to the Subscriber's Fund Domiciles contents thereof, shall remain, vested solely in 3PFI and other intellectual property owners, if any, and Subscriber shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Intellectual property as defined herein includes, but is not limited to patent, copyright, trademark, trade secret and trade dress. Except as expressly permitted herein, Subscriber covenants and agrees that it shall make no use of the Service, supporting documentation, Subscriber's Fund Domiciles or contents thereof, or any other related materials without 3PFI's prior written consent.
The parties agree and acknowledge that any documents, and contents thereof related to the terms of this Agreement or the relationship between the parties to this Agreement, which are designated as confidential and provided to the other party during the term of this Agreement ("Confidential Information") are valuable assets to the disclosing party. The parties will each take reasonable steps to ensure that the Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customization, installation or implementation of the Service.
DISCLAIMER OF WARRANTIES, CONDITIONS, REMEDIES AND LIMITATION OF LIABILITY.
4.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. NEITHER 3PFI NOR ITS AFFILIATES MAKE ANY WARRANTY, AND THERE IS NO CONDITION, THAT ACCESS TO THE SERVICE AND CONTENT WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF THE SERVICE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO CONTENT. The performance of the Service varies with various manufacturers' equipment with which it is used. Certain hardware or software used by Subscriber may not be capable of supporting the Service. 3PFI does not warrant the level of performance of the Service or that earlier versions superseded by new versions (whether or not distributed to Subscriber) will continue to be capable of access to and use with 3PFI Services.
4.2 Limitation of Liability.
In no event shall 3PFI's, or its officers', employees', directors', parent's, affiliates' or subsidiaries', liability to Subscriber arising out of or related to this Agreement, or the licensing, delivery, use or performance of the Service, Subscriber's Fund Domiciles, or services provided under this Agreement or any breach of this Agreement, whether based on an action or claim in contract or tort, including negligence, strict liability or warranty, except liability for bodily injury, exceed the subscription charges paid by Subscriber, for the Service or individual Subscriber's Fund Domiciles Content involved in the dispute, during the twelve (12) month period immediately preceding the event giving rise to such claim. In no event will 3PFI and_or its affiliates be liable to Subscriber for any lost profits or other damages, including indirect, incidental, exemplary, punitive, special or consequential damages arising out of this Agreement or the use of the Service or Subscriber's Fund Domiciles Content licensed hereunder, even if 3PFI and_or its affiliates have been advised of the possibility of such damages.
4.2.1 Failures Not Caused by 3PFI.
3PFI will not be responsible to the extent that the Service fails to perform as warranted due to one or more of the following: (1) the malfunction of Service not provided by 3PFI, (2) the malfunction of hardware, (3) Subscriber's negligence or fault, (4) Subscriber's failure to follow the instructions set forth in the Documentation, (5) material changes in the operating environment not authorized by 3PFI, (6) inadequate connectivity.
The remedies in Paragraphs 6 and 7 are Subscriber's exclusive remedies and are in lieu of all other legal or equitable remedies and all liabilities or obligations on the part of 3PFI for damages (except for bodily injury) arising out of, relating to, or in connection with this Agreement, including, but not limited to, the licensing, delivery, installation, use or performance of the Service or the integration of the Service with other software or hardware or access to and use of Subscriber's Fund Domiciles Content, unless other agreements related to Subscriber's Fund Domiciles Content supersede these terms.
Term, Termination, Cancellation Policy.
The Agreement’s “Term” is comprised of the Initial Term and any Renewal Term (each, as defined below). The “Initial Term” is defined as the period from the date of your initial payment or execution of this Agreement, whichever occurs earlier, through the end of the twelve (12) calendar month period thereafter. “Renewal Terms” for prepaid yearly plans are defined as the twelve (12) month period beginning at the end of the Initial Term and each subsequent twelve (12) month period thereafter.
5.1. Automatic Renewal.
This Agreement shall renew automatically at the end of the Initial Term and each Renewal Term unless terminated in accordance with this Agreement either by Subscriber or by 3PFI.
5.2 Subscriber may terminate the Agreement for convenience with a ninety (90) day advance written notice before the end of the Term. If you terminate your account for convenience prior to the end of the Term, 3PFI will not reimburse any prepaid fees and/or if your account has automatically renewed and we did not receive your written notice on time, You will be charged for all the months remained unpaid.
5.3 Termination by 3PFI without cause
3PFI may terminate this Agreement without cause by providing written or electronic mail notice of termination to Your administrative email contact address not less than ninety (90) calendar days prior to the effective termination date. Upon the termination of this Agreement, Subscriber's license and right to use the Service or any part thereof, including but not limited to the Subscriber's Fund Domiciles, shall end immediately.
Fees, Billing, Taxes, Charges
The fees set forth in the “Subscriber's Fund Domiciles” created at the outset of Your account shall be effective for the Initial Term and each Renewal Term of this Agreement, provided that 3PFI shall have the right to increase these fees at any time upon thirty (30) days written notice to You. In the event that You do not agree with such fee increase, You shall have the right to terminate this Agreement upon thirty (30) days written notice, provided that such notice of termination must be received within thirty (30) days of date of notice of the fee increase.
6.2 Billing and Payment Arrangements
3PFI will bill Subscriber on a yearly basis for all recurring fees. One-time fees, including late payment fees, invoice processing fees, and returned check fees may occur at any time. All plan or feature changes may be billed within a seven (7) day period. No refunds or adjustment shall be issued for one-time fees. For recurring fees, no refund or adjustment for plan downgrades or elimination of plan features within the current monthly term shall be issued.
7.1 Effect of Agreement.
This Agreement embodies the entire understanding between the parties with respect to the Service, and Content not covered by separate agreements, and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. This Agreement may be amended at any time by 3PFI giving notice of the amended version of this Agreement at the point Subscriber accesses the Service online. Notice will be in the form of a most recent update date on the Agreement. Subscriber is encouraged to review the Agreement.
7.2 Force Majeure.
3PFI shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
Except as otherwise provided herein, all notices must be in writing to 3P FUND INTELLIGENCE, SL – Señorío de la Sierra,4; Collado Mediano; Madrid 28450; Spain, Attention: Customer Service or email@example.com and to Subscriber at the email address provided by Subscriber. Subscriber agrees to receive electronic communications from 3PFI related to Subscriber's use of Service, Subscriber's Fund Domiciles or related matters. Subscriber agrees that this electronic communication will satisfy any legal requirement that notices be provided in writing.
7.4 Governing Law and Assignment.
This Agreement will be governed by and construed under the law of the state of Madrid, Spain without regard to conflicts of law provisions. The parties agree that the state courts sitting in Madrid will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Subscriber without 3PFI's prior written consent. Any attempt to assign or transfer in violation of this Paragraph shall be null and void. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
7.5 Limitation of Claims.
Except for claims relating to the payment of charges or improper use of the Service, or Subscriber's Fund Domiciles, no claim, regardless of form, which in any way arises out of this Agreement, may be brought more than one (1) year after the basis for the claim becomes known to the party desiring to assert it.
7.6 Audit. 3PFI reserves the right to audit Subscribers use of the Service with respect to the obligations of this Agreement.
8.1 Maintenance Services.
Service may be periodically updated through Enhancements or Updates at 3PFI's sole option. It may be necessary for Subscriber to utilize specific versions of Enhancements or Updates for operation of the Service.
8.2 3PFI Obligations.
3PFI's obligations related to the Service hereunder will extend only to (a) the most current Update and the immediately preceding Update of the Service provided to Subscriber by 3PFI and (b) Service that has not been modified or altered in any way by anyone other than 3PFI or at 3PFI's direction. This obligation will continue as long as the Service is continued to be offered.
Ideas and Concepts.
Any and all title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, materials and the like that Subscriber provides to 3PFI regarding the Service shall become the exclusive property of 3PFI and may be used for its business purposes in its sole discretion without any payment, accounting, remuneration or attribution to Subscriber.
Third Party Software Components.
Service contains third party licensed software components. Disclosures related to these components can be found within the Service.
Subscriber may not assign Subscriber's rights or obligations under this Agreement. 3PFI may assign its rights and obligations under this Agreement at any time.