End user license agreement (EULA)

This Trackinsight Platform End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Trackinsight (“Trackinsight” or the "Company"). The End User and the Company shall, hereinafter, be jointly referred to as the “Parties” and individually as a “Party”. This Agreement governs your use of the “Trackinsight Platform”.

Agreement Acceptance

By agreeing to proceed with private access to the Trackinsight Platform under the various license agreements, or by otherwise accessing and/or using the Trackinsight Platform in any manner:

• You acknowledge that you have read, understood and accepted this Agreement.
• You acknowledge that you are at least 18 years old and have the legal capacity to enter into contracts and assume the rights and obligations detailed in this Agreement. If you are acting on behalf of a corporation or other legal entity, you further acknowledge that the entity is in good standing and that you have the necessary regulatory and corporate authority to enter into this Agreement on its behalf. You also represent that nothing in this Agreement will contravene or breach the entity’s corporate arrangements.
• You represent and warrant to the Company that you are a finance professional, understood as a natural person or legal entity whose corporate purpose is to engage in financial activities as defined by the applicable regulations. You further acknowledge and accept the implications thereof.

Unless otherwise agreed by the Parties, you agree to be bound by the terms of this Agreement, including any ancillary terms and conditions, as of the date you: i) agree to proceed with private access, ii) sign a purchase order (“Purchase Order”) or a trial license agreement (“Trial License Agreement”), or iii) otherwise use the Trackinsight Platform. If you do not agree to these terms, you must immediately cease using the Platform.

1. License Grant

Subject to your full compliance with the terms of this Agreement, Trackinsight grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the features, information, analyses, opinions, and other content available on the Trackinsight Platform (the "Content and Services", as specified in Clause 8), strictly for your internal business purposes, and in accordance with this Agreement.

2. License Restrictions

The End User shall not:

(a)    Copy, modify, disable any features, disassemble, decompile, reverse engineer, duplicate, sublicense, resell, or otherwise transfer or manipulate the Content and Services, or any part thereof, or the information contained within.

(b)    Use or attempt to use any 'scraper,' 'robot,' 'bot,' 'data mining' tool, or any other automated program, artificial intelligence, tool, methodology, manual process, or any other system, software or methodology with similar functionality to access, brute force, acquire, copy, transcribe or otherwise reproduce any portion of the Content and Services.

(c)     Copy, reproduce, store or otherwise retain the Content and Services (including any system, software and information thereof) in violation of this Agreement on any intranet, internal network, cloud network technology, or otherwise any other software (irrespective of its location), whether owned by the End User or not, that enables for the hosting, lodging, storage and/or processing of data of any sort.

(d)    Use the outputs, information and/or material (irrespective of their nature, delivery form and content) from Trackinsight in any advertisements, mailings, or other marketing communications without Trackinsight’s prior express written consent.

The representations, warranties and commitments granted by you to the Company are of a material nature and its breach (whether partial or total) shall entitle the Company to terminate the Agreement with immediate effect, notwithstanding the Company’s capacity to enact any and all remedies as permitted by law to seek compensation for any damages, penalties or losses borne by the Company as a result of an infringement by the End User of any of the provisions herein. The latter shall be understood without prejudice to the Company’s capacity to further seek for injunctive relief or other equitable remedies in law.

The End User hereby represents and warrants to the Company, throughout the duration of the Agreement, that:

(a)    It will use the Trackinsight Platform solely for the purposes specified in this Agreement.

(b)    It will not use the Trackinsight Platform for any illegal or immoral purposes.

(c)     It is solely responsible for monitoring and preventing any unauthorized access to the Trackinsight Platform by non-authorized persons associated with the End User, including its staff, personnel, officers, directors, employees, contractors and/or subcontractors, regardless of the nature of their relationship with the End User. The End User shall indemnify and hold the Company harmless of any and all damages and/or losses arising from the unauthorized use of the Trackinsight Platform.

(d)    The use of the Trackinsight Platform does not entail a breach of the End User’s statutes, bylaws, or any other corporate arrangements.

3. Reservation of Rights

You acknowledge that the Trackinsight Platform is licensed, not sold, to you. This Agreement does not grant or confer any ownership rights to you, and the End User receives only a limited, revocable right to access and use the Trackinsight Platform in accordance with the terms set forth herein.

Trackinsight retains all rights, title, and interest including, but not limited to intellectual property rights, in and to the Platform, together with any information contained therein, except for the rights expressly granted to you under this Agreement.

Unauthorized use

You may not use the Trackinsight Platform in any manner that:

• Violates the applicable laws and regulations or otherwise entails the engagement in activities that breach any applicable laws, regulations, or legal obligations. 
• Copies, distributes, modifies, reverse engineers, decompiles, or attempts to derive the source code of the Trackinsight Platform or any part thereof, or -in any case- is susceptible of being deemed an infringement of the Company’s intellectual and industrial property rights pursuant to the applicable laws and regulations. 
• Attempts to bypass, disable, or interfere with any security features, authentication measures, or access controls on the Trackinsight Platform. 
• Shares, transfers, sells, or in any manner assigns access to the Trackinsight Platform or any content available on it to unauthorized third parties.
• Falsely represents yourself or misleads bona fide third parties with regards to your affiliation with the Company or, as the case may be, other users of the Trackinsight Platform.
• Introduces viruses, malware, or any other harmful technology that could damage, disrupt, or interfere with the proper working of the Trackinsight Platform.
• Uses Trackinsight Platform’s outputs in your marketing materials, advertisements, or commercial publications without the Company’s prior written approval.
• Uses Trackinsight Platform’s insights, data, or content to develop a competing product or service.

Trackinsight reserves the right to suspend or terminate your access to the Trackinsight Platform upon belief of it being used in an unauthorized manner. This remedy is not Trackinsight’s exclusive remedy for a breach of this Agreement. Violations of the terms of this Agreement may result in the Company undertaking legal actions including injunctive relief.

4. Information Collection

By using the Trackinsight Platform, the Company may collect information via automated means and may require you to provide certain additional information on a need-to-know basis (the “Disclosed Data”). All Disclosed Data processing undertaken by the Company is subject to Trackinsight's Privacy Policy available at https://www.trackinsight.com/en/privacy-policy (the “Privacy Policy”). By using the Trackinsight Platform, you agree to and consent to the processing of your information as described in the Privacy Policy. All Disclosed Data shall be processed in accordance with Regulation (EU) 2016/679 (GDPR) and applicable French data protection laws.

In connection with the Trackinsight Platform, the Company may process the Disclosed Data and retain such Disclosed Data for the duration of the engagement between you and the Company, under the terms and conditions provided herein, as well as for the period required by applicable legal prescription, preservation, and archiving laws and regulations. Such Disclosed Data shall be used solely by the Company for the purpose of providing the Trackinsight Platform, under the terms and conditions set forth herein.

You (a) have the right to access, rectify, and object to the processing of the Disclosed Data for legitimate reasons, which you can exercise by sending a written notice to Trackinsight and (b) have the option to provide specific instructions regarding the use of your Disclosed Data after your death. 

You hereby authorize the Company to transmit the Disclosed Data to its affiliates and group entities for the following purposes: (i) when necessary for the provision of the Trackinsight Platform (or any services thereof) by the Company; and (ii) insofar as there is a legal obligation to conduct anti-money laundering and counter-terrorism financing (AML-CTF) checks, conflict checks, sanctions and embargo list screenings, fraud prevention measures, and any required reporting or auditing under applicable laws and regulations.

Given the international scope of the Company, all the Disclosed Data gathered may be transferred to countries outside the EEA, provided that such transfers comply at all time with applicable laws and regulations.

5. Fees and payment

5.1. License Fees: The fees for using the Trackinsight Platform ("License Fees") are set forth in the Purchase Order.

5.2. Failed Payments and Account Suspension: if a Payment is declined or otherwise fails to be processed for reasons not attributable to the Company, the Company may, at its discretion: (a) retry the Payment within a reasonable timeframe; (b) notify you of the failed Payment and request an updated Payment Method; and/or (c) suspend or terminate your access to the Trackinsight Platform if you fail to resolve the Payment failure within the timeframe and in the manner specified by the Company in the relevant Payment failure notification. 

5.3. All license Fees are exclusive of applicable taxes, including VAT, sales tax, or similar charges, unless otherwise stated. You are responsible for paying any applicable taxes based on your jurisdiction.

6. Updates

Trackinsight may release updates, including upgrades and new features, at its discretion. These updates may alter or eliminate certain functionalities. The End User agrees that Trackinsight has no obligation to provide any updates or to continue to provide or maintain particular features or functionality. Trackinsight shall, under no circumstances, be liable for any damage and/or loss borne by the End User due to, or arising out of, any update or upgrade as gathered herein.

7. Third-Party Materials

The Trackinsight Platform might include third-party content or links to third-party websites ("Third-Party Materials"). Trackinsight is neither responsible for the accuracy, legality, or quality of Third-Party Materials, nor liable for any losses and/or damages the End User bears in respect of any Third-Party Material.

8. Term and Termination

This Agreement commences upon the End User’s acceptance and remains in effect until terminated, in accordance with the terms set forth herein.

The Content and Services available for access to the End User are set forth in the Purchase Order or the Trial License Agreement. Access may be granted in-kind or for trial purposes. As a result, the End User agrees that Trackinsight has no obligation to provide access to any  specific functionalities, and that Trackinsight may modify the Content and Services at its sole discretion.

9.  No Warranties and Representations of Trackinsight / Disclaimers of Trackinsight

Neither Trackinsight nor any of its licensors make any express or implied warranties or representations to the User regarding access to and use of, the TRACKINSIGHT website and the Data. THE TRACKINSIGHT PLATFORM AND ITS CONTENT ARE PROVIDED 'AS IS' AND 'AS AVAILABLE', WITHOUT WARRANTIES OF ANY KIND. WHILE THE COMPANY STRIVES FOR ACCURACY, THE COMPNAY DOES NOT GUARANTEE THE COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE INFORMATION PROVIDED. USERS SHOULD INDEPENDENTLY VERIFY ANY DATA BEFORE RELYING ON IT. 

In particular, the User acknowledges and accepts the following disclaimers of Trackinsight:

9.1. Trackinsight reserves the right to remove portions of the Data from the TRACKINSIGHT website at any time without notice. Trackinsight may discontinue or change the TRACKINSIGHT website or its availability to any User, at any time.

9.2. Trackinsight reserves the right, at its sole discretion, to implement any technical, administrative, content-related, or other changes to the TRACKINSIGHT website (including changes to the Data) at any time. For example, Trackinsight may change the organization and formatting of the Data, how it can be accessed and downloaded, add or remove data series, and change methodologies.

9.3. Neither Trackinsight nor its licensors provide investment, tax, legal, or other professional advice through the TRACKINSIGHT website. Furthermore, neither Trackinsight nor its licensors sponsor, recommend, or endorse the purchase or sale of any security or investment product. The inclusion of a fund or other component in an analysis does not constitute an opinion by Trackinsight or its licensors on the investment merits of such a fund or component. The Data on the TRACKINSIGHT website is prepared by Trackinsight solely for informational purposes. All the Data provided by Trackinsight is provided on an “as is” basis, is impersonal and not tailored to the needs of any person, entity or group of persons. Neither Trackinsight nor any of its licensors represent or warrant the accuracy, completeness, timeliness, sequence, currentness, merchantability, quality or fitness for any particular purpose of the Data, or any portion thereof. If the User wishes to rely on the Data in any way, it is the User's responsibility to independently verify the accuracy, completeness or timeliness of that Data.

9.4. The TRACKINSIGHT website may include Data, facts, views, opinions and recommendations of third parties which are used by Trackinsight without any review for accuracy or completeness. The User agrees that Trackinsight is not responsible for such content, and that Trackinsight shall have no liability to the User or any other person or entity for the use of such content.

9.5. The User may access other websites through hypertext or other computer links. The User agrees that Trackinsight is not responsible for the content or operation of such websites and shall have no liability to the User or any other person or entity for the use of third-party websites. The User is solely responsible for determining the extent to which they may use any content on websites linked to the TRACKINSIGHT website.

9.6. Neither Trackinsight nor any of its licensors make any warranties or representations regarding the absence of third-party rights related to the use of the Data. 

9.7. The TRACKINSIGHT website may contain viruses (e.g., computer program files containing codes capable of (a) damaging or destroying software, hardware or data, (b) shutting down, prohibiting access or impairing normal operation, or (c) assisting in or enabling theft or alteration of data), and any of the events described above may negatively affect the use of the Data, the results obtained therefrom, or the software environment and Data used by the User.

9.8. The Data shall not be used for any unlawful or unauthorized purposes.

10. Limitation of Liability

10.1. To the extent permitted by applicable law, neither Trackinsight nor any of its affiliates, agents, or licensors shall be liable to the User or anyone else for any loss, injury, or damage, whether foreseeable or not, and for contingencies beyond its control in procuring, compiling, interpreting, reporting, or delivering Data.

10.2. To the extent permitted by applicable law, in no event will Trackinsight or any of its affiliates, agents or licensors be liable to the User or anyone else for any conclusions derived from any decision made, or any actions taken, by the User or anyone else based on the use of the TRACKINSIGHT website and/or Data.

10.3. To the extent permitted by applicable law, neither Trackinsight nor any of its affiliates, agents and licensors shall be liable to the User or anyone else for any damages whatsoever (including, without limitation, any direct, indirect, punitive or consequential loss or damage or any loss of income, profits, goodwill, Data, contracts, use of money, or loss or damage arising from or connected in any way to business interruption and whether in tort [including without limitation negligence], contract or otherwise) even if advised of the possibility of such damages.

10.4. Nothing herein excludes or limits the liability of Trackinsight or any of its affiliates, agents or licensors (i) for fraud, (ii) for death or personal injury caused by negligence, or (iii) which may not be excluded or limited under applicable law. 

10.5. Neither Trackinsight nor any of its affiliates, agents and licensors shall be liable for damages resulting from 'force majeure' (as defined under Article 1218 of the French Civil Code), riot, acts of war, epidemics, natural disasters, or other events over which they have no control, (including, without limitation, strikes, lock-outs, traffic disruptions, orders by governmental authorities abroad), or as a consequence of technical problems, such as IT disruptions, for which they are not at fault. The term 'force majeure' also includes computer viruses or intentional attacks by 'hackers' on IT systems, provided that reasonable security systems were in place to avert damage from such attacks.

The End User is responsible for everything that occurs under the End User’s account. The End User agrees to promptly notify Trackinsight (at support@trackinsight.com) of any suspected unauthorized use of the account, or any other suspected breach of security. Trackinsight is not liable for any loss or damage relating to the End User’s account.

10.6. Trackinsight’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the End User in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Trackinsight, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

• Your use of the Trackinsight Platform;
• Your violation of this Agreement;
• Your infringement of any intellectual property or other rights of any third party;
• Your negligence or willful misconduct;
• Any content you submit, post, or transmit through the Trackinsight Platform;
• Your breach of any applicable laws or regulations.

This indemnification obligation will survive the termination of this Agreement.

12. Governing Law

This Agreement shall be governed by the laws of France, without regard to the choice of or conflicts of law principles. Any dispute in connection with the Agreement shall be submitted to the exclusive jurisdiction of the French Court provided, however, that nothing herein shall prevent Trackinsight from bringing any action against the User at the User's domicile.

13. Limitation of Time to File Claims

Claims related to this Agreement must be filed within one year of accrual, otherwise the claim is permanently barred.

14. Entire Agreement

This Agreement, the Terms of Use and the Privacy Policy represent the entire agreement regarding the Trackinsight Platform, superseding all prior agreements.

15. Invalidity/ No Waiver

15.1. If any provision in these Terms of Use is invalid or unenforceable under the applicable law, the remaining provisions will continue in full force and effect.      

15.2. The failure of Trackinsight to insist upon strict compliance with any term or provision shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.