Market Data Disclaimer
WealthCharts Market Data Disclaimer
General Data Disclaimer and Terms
WealthCharts, LLC is a Delaware limited liability company and will be referred to as WealthCharts in the document below.
Subscriber means an individual user (an individual natural person) uniquely identified (by username and confidential password) and authorized (by WealthCharts) to access Exchange Data supplied to WealthCharts.
WealthCharts, LLC shall not be liable to Subscriber or to any other Person for any inaccurate or incomplete Exchange Data received from WealthCharts or from it's data suppliers, vendors, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. This Section shall not relieve WealthCharts, Subscriber, or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims. WealthCharts, Vendor, and Subscriber understand and agree that the terms of this Section reflect a reasonable allocation of risk and limitation of liability.
Disclaimer of Warranties. SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT WEALTHCHARTS INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
Third Party Information Providers' Limitation of Liability. WealthCharts' third party information providers shall have no liability for any damages, whether direct or indirect, whether lost profits, indirect, special, or consequential damages of Subscriber or any other Person seeking relief through Subscriber relating to the accuracy of or delays or omissions in any Exchange Data provided by WealthCharts' third party information providers, even if the third party information providers have been advised of the possibility of such damages. In no event will the liability of the third party information providers or their affiliates to Subscriber or any other Person seeking relief through Subscriber pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by Subscriber or any other Person seeking relief through Subscriber, as applicable.
Claims and Losses. Subscriber agrees to indemnify and hold harmless WealthCharts Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; and (b) any third party actions related to Subscriber's receipt and use of Exchange Data, whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, WealthCharts shall be permitted to solely defend and settle) another party (including WealthCharts, Inc) and their owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses.CBOE Data Subscriber Agreement. In the event you
receive any market information (for the purposes of this section, "Data") through the Platform and Services from Cboe Data Services, LLC (for purposes of this section, "CDS"), you hereby agrees as follows: (1) you shall receive Data solely for your own and/or your affiliates' use (including the use by your respective employees on behalf of you and/or your affiliates); (2) you shall not retransmit or otherwise furnish, and shall not permit your affiliates to retransmit or otherwise furnish, Data to any party other than you and your affiliates (it being understood that this requirement does not prohibit the furnishing of specific items of Data directly relating to particular transactions or situations occurring in the normal conduct of your or your affiliates' business to third parties); (3) you acknowledge that the Data is and shall remain the property of CDS and/or the providers of the Data to CDS; (4) you shall not use, or permit any third party to use, any Data (i) as input data in the creation or calculation of any index or similar work; or (ii) to create any financial instrument or investment product that is based on, or seeks to match the performance of, values included in the Data, in each case unless and until you have entered into a separate license agreement authorizing such use of the Data with CDS or, with respect to any Data owned by a third party, the applicable provider of such Data; (5) you acknowledge (i) the absence of any guarantee with respect to the Data; (ii) CDS' disclaimer as follows: DATA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; and (iii) that NEITHER CDS NOR ANY PROVIDER OF DATA TO CDS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL HAVE ANY LIABILITY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITIES AND WHETHER BASED UPON CONTRACT, TORT, WARRANTY, OR OTHERWISE) FOR ANY INACCURACIES, OMISSIONS, HUMAN OR MACHINE ERRORS, OR OTHER IRREGULARITIES IN THE DATA OR FOR ANY CESSATION, DISCONTINUANCE, FAILURE, DELAY, MALFUNCTION, SUSPENSION, INTERRUPTION, OR TERMINATION OF, OR WITH RESPECT TO, THE PROVISION OF THE DATA; (6) you hereby agree to indemnify, hold harmless and defend CDS from and against any and all suits, proceedings at law or in equity, and any and all liability, loss, damages and expenses (other than fees and expenses of attorneys separately retained by CDS), arising out of: (i) your and your affiliates' access to or use of Data, unless the claim alleges that the Data infringes the intellectual property rights of a third party or arises from gross negligence or willful misconduct on the part of CDS; or (ii) a breach of this section by you and your affiliates; (7) you shall provide CDS a right to audit your books and records relating to your use of market information; and (8) you acknowledge that your access to Data may be terminated by WealthCharts upon immediate notice to you or upon notice following a determination by WealthCharts or CDS that you are not providing accurate reports with respect to the use of Data by you and your affiliates or are otherwise not in compliance with this section.