Data Licensing
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Data License Agreement
GuruFocus.com, LLC Data License Agreement
1. License.
(a) Grant of License: Effective
4/27/2025, (the “Agreement Effective Date”)
GuruFocus.com, LLC. located at 1309 W. 15th Street, #370,
Plano, TX 75075, USA (“Licensor”) grants to Your Company Name located at Your Company Address (“Licensee”) non- exclusive,
non-transferable, no-resale license to: (i) use the Licensor products
and/or services described herein (the “Product”) in the manner and for
the purposes permitted in this license agreement described in Section
15, 16 and (ii) use solely in conjunction with the Product, the Licensor
Marks identified in Section 15, 16 and any other Licensor intellectual
property provided hereunder (“Intellectual Property”). No other licenses
or rights to the Product, the Licensor Marks or the Intellectual
Property are granted to Licensee, except as otherwise specifically set
forth in this Agreement.
(b) Attribution and Use: Licensee will include in a
prominent location the applicable disclaimer(s). If the applicable
disclaimer language is already embedded in the portion of the Product
being displayed by Licensee, Licensee need not include redundant
disclaimer language but shall ensure that any such disclaimer language
is not removed from the Product by Licensee or its agents.
(c) License Limitations: Licensee will not use the
Product, any derivation of the name “GuruFocus.com” or the Licensor
Marks in any advertising or marketing materials or issue any public
communication related to this Agreement without first submitting the
materials and communications (collectively, “Communications”) to
Licensor for its review. After Licensee has submitted the Communications
to Licensor, Licensee is not required to wait for Licensor approval
before proceeding with its publication, production or other
dissemination. In addition, Licensee is not required to submit for
Licensor review any updated versions of materials previously reviewed by
Licensor, provided that the update is only with respect to data and
Licensor did not require Licensee to make substantive changes to the
original submission. If Licensor determines that any Communications do
not adhere to the terms and conditions of this Agreement, Licensor may
send Licensee written notification of the required revisions to them.
Following such written notification, Licensee must comply with any
requested changes to the extent that such changes are consonant with the
terms of this Agreement prior to publishing, producing or disseminating
any materials not currently printed, or in the case of electronic
dissemination, within a reasonable time period following notification.
Licensor will not be held liable for advertising, promotion, or other
related costs incurred by Licensee, in the event that Licensor requires
Licensee to make changes to the Communications materials. If Licensee
repeatedly fails to comply with this submission process or otherwise
ignores it in a flagrant manner, Licensor may immediately terminate this
Agreement. Except as otherwise explicitly provided herein, Licensee may
not: (i) sublicense, publish, transmit, transfer, sell, reproduce,
distribute, display, alter or in any way exploit the Product; (ii)
combine, mix or integrate the Product with the products of any other
suppliers in a manner in which attribution is unclear; (iii) use or
actively market the Product outside of the territories of the United
States; or (iv) charge a licensing fee or similar fee for providing any
portion of the Product or any output from it to any third party.
(d) Third Party Data: Licensee acknowledges that
third-party data contributors to the Product may choose to maintain
licensing agreements directly for use of their information. Licensee
understands third-party data contributors to the Product may also choose
to inhibit or prohibit their information from being disseminated to
Licensee and Licensor may cease to provide information from third-party
data contributors at any time.
2. Term and Termination.
The initial term of this
Agreement shall be twelve (12) months. Thereafter, the Agreement shall
automatically renew for successive one (1) year periods unless either
party provides written notice of termination at least sixty (60) days
prior to the expiration of the then-current term. In the event that this
Agreement expires or terminates for any reason, Licensee will
immediately cease to use the Product, the Licensor Marks the
Intellectual Property and will destroy all copies thereof (in any form
or media) within Licensee’s possession, custody or control.
Notwithstanding the foregoing, Licensee shall not be required to destroy
any Licensee materials containing all or part of the Product, the
Intellectual Property, or the Licensor Marks (“Licensee Materials”) that
were produced in paper form prior to the date of expiration/termination
of this Agreement, and Licensee may use such Licensee Materials pursuant
to the terms of this Agreement for ninety (60) days following the date
of expiration/termination. Additionally, Licensee may retain for
archival purposes (but not use) paper or electronic copies of Licensee
Materials produced prior to expiration/termination of this Agreement.
The provisions of Sections 2, 3, 4, 6, 8, 9, 10, 11, 12, 13 and 14
survive the expiration or termination of this Agreement; provided,
however that the provisions of Section 4 shall only survive for one
hundred twenty (120) days after the date of expiration/termination.
3. Fees and Payment.
The licensing fee will be set
at $0 plus applicable taxes for the first year. The
fee will increase by 5% annually in subsequent years. Full payment is
due within thirty (30) days of the invoice date or immediately through
online payments. Overdue accounts not disputed in good faith will accrue
interest at the rate of one and one-half percent (1.5%) per month or the
maximum allowed by law, whichever is less. In the event any such overdue
accounts remain unpaid for thirty (30) days or more, Licensor shall also
have the right to withhold future deliveries of, or prohibit future
access to, the Product until such accounts plus any applicable interest
charges are paid in full. Nothing in this Section 3 shall restrict or
limit Licensor’s ability to pursue other remedies or to terminate this
Agreement, as set forth herein. Licensee will be invoiced and shall be
responsible for all taxes and like charges arising in connection with or
relating to this Agreement, except for taxes on Licensor's net
income.
4. Inspections and Audits.
Licensor reserves the
right, at its expense and upon reasonable notice, to inspect and audit
the relevant records of Licensee and/or its agents during normal
business hours to ensure Licensee’s compliance with the terms of this
Agreement.
5. Delivery.
Delivery of the Product will be in the
formats of API or FTP, or other formats agreed by both parties.
6. Ownership.
Licensor retains all rights, title and
interest in: (i) the Product, as well as in any enhancements or
modifications thereto, (ii) the Licensor Marks and (iii) the
Intellectual Property. No work performed by Licensor or its agents
hereunder shall be deemed “work for hire,” as defined as 17 U.S.C. § 101
or any other applicable law.
7. Service Support.
Licensor will make commercially
reasonable efforts to (a) ensure that the Product is free of viruses and
damaging or disabling code, errors or other defects and (b) correct any
such errors or defects that are correctable within a reasonable amount
of time. Licensor will provide other support for the Product, if any, as
is set forth in Section 15.
8. Representations and Warranties.
Licensor
represents and warrants that it has the right to grant a license to use
the Product, the Licensor Marks and Intellectual Property as specified
in this Agreement. In addition,
each party represents and warrants that this Agreement is binding on
it and that its execution and delivery of this
Agreement does not violate any of its other obligations or
agreements.
9. DISCLAIMER OF WARRANTIES.
LICENSOR DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, COMPLETENESS OR TIMELINESS OF THE PRODUCT. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PRODUCT, LICENSOR MARKS AND INTELLECTUAL PROPERTY IS PROVIDED “AS IS,” WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. EXCEPT AS SET FORTH IN SECTION 8, LICENSOR AND ITS CONTENT PROVIDERS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO (A) ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE, (B) ANY WARRANTIES OR REPRESENTATIONS THAT (I) THE PRODUCT OR ANY PORTION OF IT WILL BE ERROR- FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED, (II) THE PRODUCT OR ANY PORTION OF IT IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SOFTWARE OR PLATFORM, OR (III) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTABLE OR CORRECTED, OR (C) THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LICENSOR DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, COMPLETENESS OR TIMELINESS OF THE PRODUCT. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PRODUCT, LICENSOR MARKS AND INTELLECTUAL PROPERTY IS PROVIDED “AS IS,” WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. EXCEPT AS SET FORTH IN SECTION 8, LICENSOR AND ITS CONTENT PROVIDERS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO (A) ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE, (B) ANY WARRANTIES OR REPRESENTATIONS THAT (I) THE PRODUCT OR ANY PORTION OF IT WILL BE ERROR- FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED, (II) THE PRODUCT OR ANY PORTION OF IT IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SOFTWARE OR PLATFORM, OR (III) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTABLE OR CORRECTED, OR (C) THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
10. Limitations of Liability.
Except as otherwise
explicitly provided herein and except for Licensee’s payment obligations
hereunder, neither party’s aggregate liability for any direct damages
arising under or in any way relating to this Agreement, the Product or
any other Licensor services provided hereunder whether arising in
contract, tort or any other legal theory shall exceed the greater of (i)
one hundred thousand dollars ($100,000) or (ii) the total fees and costs
paid or payable by Licensee to Licensor under this Agreement for the one
(1) year period prior to the date on which such damages first arose in
connection with this Agreement. The aforementioned limitation of
liability will not apply to claims associated with (i) the infringement
of any third party’s intellectual property by the Product, (ii) either
party’s willful misconduct or gross negligence, or (iii) Licensee’s
misuse (including, but not limited to, any material violations of use
restrictions) of the Product, the Licensor Marks or any other illicit
use of the Licensor Marks or any Intellectual Property. Notwithstanding
any other provision in this Agreement to the contrary, neither party
will be liable for the consequential, punitive, special, incidental,
indirect, exemplary, collateral, special or other, similar forms of
damages, including, but not limited to, loss of income, profit or
savings, of any party, including any third party, regardless of the form
of action or the theory of recovery, even if such party has been advised
of the possibility of such damages. Each party has a duty to mitigate
damages that would otherwise be recoverable from the other hereunder by
taking appropriate and reasonable actions to reduce or limit the amount
of such damage.
11. Indemnification.
(a) By Licensor: Subject to the limitations
contained at Section 10, Licensor will, at its expense, indemnify,
defend and hold harmless Licensee and its affiliates, and their
respective successors and assigns, and their respective directors,
officers and employees, from and against any and all claims, demands,
suits, action and any and all damages, losses, liabilities, taxes,
penalties, fines, charges, costs and expenses (including reasonable
attorneys’ fees) arising from or relating to a third party claim that
the Product infringes that party’s U.S. patent, U.S. trademark or
copyright or misappropriates that party’s trade secret or other
intellectual
property right, except to the extent such damages could have been
avoided because Licensee used the Product in a manner not specifically
authorized under this Agreement.
If such a third party claim is made or appears likely to be made,
Licensor, in its sole discretion, may elect: (i) to procure for Licensee
the right to continue to use the Product; (ii) to replace, at Licensor’s
cost, the Product, or any portion thereof, with a substitute product
that functions substantially in accordance with the Product’s
specifications; (iii) to modify the Product so that it does not infringe
or misappropriate, provided that the Product, as modified, continues to
perform substantially in accordance with the applicable specifications;
or (iv) to terminate this Agreement and to pay to Licensee a refund of
any prepaid but unaccrued fees through the remainder of the Term. This
Section 11 (a) sets forth Licensor’s entire obligation to Licensee with
respect to any claim to infringement or misappropriation.
(b) By Licensee: Subject to the limitations
contained at Section 10, Licensee will, at its expense, indemnify,
defend and hold harmless Licensor and its affiliates, and their
respective successors and assigns, and their respective directors,
officers and employees, from and against any and all claims, demands,
suits, action and any and all damages, losses, liabilities, taxes,
penalties, fines, charges, costs and expenses (including reasonable
attorneys’ fees) arising from or relating to Licensee’s use of the
Product, the Licensor Marks or any other Intellectual Property in a
manner not explicitly licensed hereunder or in a manner not consistent
with the use restrictions and requirements provided hereunder.
(c) Conditions to Indemnification: Each party’s
obligation to indemnify the other hereunder will be contingent on the
party seeking indemnification (the “Indemnified Party”): (i) promptly
notifying the other party (the “Indemnifying Party”) in writing of the
claim; (ii) allowing the Indemnifying Party to control, and cooperating
with Indemnifying Party in, the defense thereof and any related
settlement negotiations; and (iii) in no event, agreeing to, or
authorizing settlement of, any such claim without Indemnifying Party’s
prior written agreement.
12. Breach.
Each party will have thirty (30) days
from the date of receiving written notice of breach to cure it;
provided, however, that the cure period for Licensee’s failure to make
timely payment hereunder will be seven (7) days from the date of
Licensee’s receipt of written notice thereof. If a breach is not cured
within the applicable cure period, the non-breaching party may terminate
this Agreement on written notice to the other. Notwithstanding any
provision in this Agreement to the contrary, Licensor may immediately
terminate this Agreement and will be entitled to seek injunctive relief,
without notice or the necessity of bond, in the event of any Licensee
breach with respect to the ownership, use, copying, distribution of the
Product, the Licensor Marks or Intellectual Property. Notwithstanding
any provision of this Agreement to the contrary, each party will be
entitled to seek injunctive relief, without notice or the necessity of
bond, in the event of any breach, or threatened breach, by the other party of Section 14 hereof.
13. Governing Law.
For the purpose of this Agreement
all products or services provided by Licensor are deemed provided in the
State of Texas. This Agreement will be governed by the laws of the State
of Texas, without regard to its conflict-of-law provisions. The parties
agree that any and all actions relating to this Agreement will be
brought in the state and federal courts located in Collin County, Texas,
and that each party is subject to the personal jurisdiction of those
courts.
14. Confidentiality.
The parties acknowledge that in
the course of their dealings hereunder, each has or may acquire
information about the other, its business activities and operations, its
technical information and its trade secrets, all of which, including the
terms of this Agreement, are proprietary and confidential (the
“Confidential Information”). Each party hereby agrees that: (a) all
Confidential Information will remain the exclusive property of its
owner; (b) such party will maintain, and will use prudent methods to
cause its employees and agents to
maintain the confidentiality and secrecy of the other’s Confidential
Information and to not copy, publish, disclose or otherwise use (other
than pursuant to the terms hereof) the other’s Confidential Information;
and (c) such party will return or destroy all copies of the other’s
Confidential Information upon request of the other party.
Notwithstanding the foregoing, Confidential Information shall not
include any information to the extent
it: (i) is or becomes a part of the public domain through no act or
omission on the part of the receiving party; (ii) is disclosed to third
parties by the disclosing party without restriction on such third
parties; (iii) is in the receiving party’s possession, without actual or
constructive knowledge of an obligation of confidentiality with
respect thereto, at or prior to the time of disclosure under this
Agreement; (iv) is independently developed by the receiving party
without reference to the disclosing party’s Confidential Information;
(v) is released from confidential treatment by written consent of the
disclosing party; or (vi) is required by governmental or regulatory
agency, or by court order to be disclosed. The parties further agree
that they will comply with all applicable laws and regulations
pertaining to the treatment of nonpublic, personal information as it
relates to the Product.
15. Definitions:
1) Product shall mean the data elements, including:
2) Insubstantial Amount of the Content shall mean an amount of
content drawn from the Product that (i) has no independent commercial
value as a database, (ii) cannot be used as a substitute for the Product
or any part of it, (iii) is not separately marketed by Licensee, and
(iv) is not retrieved by Licensee, Licensee Clients, and/or their agents
via regularly scheduled,
systematic batch jobs.
3) Licensee Tool shall mean the Licensee website, which allows
the customers of licensee to pull data and display on their computers or
mobile devices.
4) Licensee Tool Output shall mean materials containing any
Product that a Licensee Client generates using the Licensee Tool, and
shall include, but is not limited to the following: Internet web page
reports, pdf reports, other reports, spreadsheets, graphs, charts,
documents and other materials, whether in printed, electronic or any
other form, accessible via Licensee Tools.
16. Use and Distribution
The Licensee’s use and distribution rights, pertaining to use of all
or a portion of the Product, are outlined below.
17. Agreement.
This Agreement is the entire
agreement between the parties with respect to the Product, is legally
binding on both parties and supersedes all other agreements,
supplements, proposals and/or verbal or written communications between
the parties regarding this matter. This Agreement may only be modified
by written document signed by both parties. Licensee may not assign this
Agreement in whole or in part without Licensor’s prior written consent,
which shall not be unreasonably withheld or delayed. The parties
acknowledge that there are no intended third-party beneficiaries of this
Agreement.
By typing your name below, you confirm that you are authorized to act
on behalf of and that this constitutes your
electronic signature. You agree, in your capacity as a representative,
to be bound by the terms and conditions of this agreement, as if you had
physically signed it.
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