Last Updated: June 15, 2022
A. ComplySci Risk & Compliance Platform
1. General
Six Financial (“SIX”) provides ComplySci with a data feed for the Services. The data feed contains information relating to publicly traded securities across domestic and international exchanges and includes ticker symbol, CUSIP, SEDOL, ISIN, end of day pricing, and shares outstanding (“Security Master Reference Data”). Supplemental security data may, in some cases, be provided by data feeds from electronic brokers (“Broker Feeds”). The SEDOL Masterfile is the registered trademark of the London Stock Exchange.
2. Mandatory Provisions
2.1 Customer’s use of any Security Master Reference Data made available by SIX to the Customer via the Services is subject to the following terms and conditions:
(a) Customer agrees to use the Services as set forth in its Agreement which includes, by reference, these Third Party Software Terms and Conditions. Such use shall be limited to the personnel of Customer and its affiliates for their own internal and lawful purposes. Such personnel may be comprised of any and all partners, principals, employees, contractors, agents and consultants (provided that such contractors, agents and consultants are under an obligation of confidentiality to Customer or its affiliates). Except as specifically provided for in the previous sentence, or where mandated under applicable law, redistribution to, or use or access by, any other person or entity, including but not limited to, any entity that is not principally owned by the Customer, is expressly prohibited.
(b) Customer agrees that it shall look to ComplySci for any liability for the accuracy or completeness of the data provided via the Services or for any delays, interruptions, or omissions therein, and neither SIX nor any of the entities from which SIX collects information shall have any liability in connection with any termination of service (with or without notice).
(c) Customer agrees to comply with any conditions, restrictions or limitations imposed by its Agreement, including obtaining any applicable written approvals.
2.2 Customer’s use of CUSIP Security Identification Numbers reflected in Security Master Reference Data made available by SIX to the Customer via the Services shall be further subject to following terms and conditions of Standard & Poor’s CUSIP Service Bureau (S&P):
(a) Customer agrees that CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Service Bureau (“CSB”) and the American Bankers Association (“ABA”), and no proprietary rights are being transferred to Customer in such materials, or by way of any of the information contained therein. Any use of such information by Customer outside of the clearing and settlement of transactions, or for identifying and processing personal trades of Customer’s partners, principals, employees, contractors, agents and consultants for insider trading and front-running requires a license from CSB, along with an associated fee based on usage. For the avoidance of doubt, Customer may not download and/or store any information from the CUSIP Database on any computer system owned or controlled by Customer without a direct, written license from CSB which may require payment of additional fees. Customer agrees that misappropriation or misuse of such materials shall cause serious damage to CSB and ABA, and that in such event money damages shall not constitute sufficient compensation to CSB and ABA; consequently, Customer agrees that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled.
(b) Except for the sole purpose of providing non-electronic printed reports for distribution to regulators as required to demonstrate compliance with regulations applicable to the securities industry, including but not limited to Rule 17j-1 of the Investment Company Act and Rule 204(a)-1 of the Investment Advisors Act, Customer agrees that Customer shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of transactions or for identifying and processing employee personal trades for insider trading and front-running. Customer agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create, and does not serve in any way as a substitute for, the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB.
(c) Customer agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.
2.3 Customer’s use of SEDOL Security Identification Numbers reflected in Security Master Reference Data made available by SIX to the Customer via the ComplySci Platform Application (the “Application”) shall be subject to the following terms and conditions of the London Stock Exchange (“LSE”):
(a) The SEDOL numbers are received from the LSE’s SEDOL Masterfile® and made available by SIX via the Application. Any reproduction and/or extraction or re-distribution of the data is prohibited, except with prior written consent of the LSE. In the event that ComplySci becomes aware of any breach of this prohibition by Customer, ComplySci must inform the LSE of that breach. Customer is responsible for obtaining the relevant licenses for reproduction and/or extraction or redistribution of the data.
B. InvestorCOM RolloverAnalyzer Terms and Conditions
1. General
Notwithstanding anything to the contrary in the Agreement, the RolloverAnalyzer Platform is distributed through ComplySci’s affiliate, RIA in a Box, LLC (“Reseller”), pursuant to the Agreement, as supplemented by the following terms and conditions (“Rollover Analyzer Terms”). In the event of a conflict between the terms of the Agreement and the Rollover Analyzer Terms, the Rollover Analyzer Terms shall prevail.
2. Definitions.
For the purpose of this Agreement, the following terms shall have the corresponding definition:
a. “Acceptable Use Policy” or “AUP” means the acceptable use policy for the Services, set out in Section 9 hereunder.
b. “Authorized User(s)” means an employee of Licensee, a Licensee’s advisor or other user identified in an Order that accesses to and uses the Services, including performing administrative functions, in accordance with an Order regardless of whether such user is actively using the Services at any given time.
c. “Documentation” means the current user guide for the Services, as may be updated from time to time by InvestorCOM to incorporate Enhancements.
d. “Enhancements” means the updates, upgrades, patches, fixes, modifications, new releases and corrective programming to the Services made available to Licensee as part of Maintenance Services.
e. “Hosting Environment” means the environment utilized for the Hosting Services.
f. “Hosting Services” means the hosting of the Services by the Hosting Services Provider.
g. “Hosting Service Provider” means an entity that provides the Hosting Services.
h. “Licensee” means Customer, as identified in an Order Schedule.
i. “Licensee Data” means any data, documents, information, documentation, images or other materials submitted by Licensee, including an Authorized User, to the Services.
j. “Order” means the contract for the InvestorCOM Services executed by Customer and ComplySci (on behalf of Reseller).
k. “RIAB” means RIA in a Box LLC and its affiliates, including ComplySci.
l. “Services” means the InvestorCOM Software as a Service solutions, including Enhancements, as identified in an Order.
m. “Support Guidelines” means the technical support guidelines for the Services, as may be modified from time-to-time.
n. “Third Party Components” means third party technology, including data, that may be provided or made available to Licensee as part of the Services.
o. “Warranty Period” means the sixty (60) day period following commencement of an Order Term.
3. Grant of License.
InvestorCOM hereby grants Licensee a non-exclusive, non-transferable, license to access and use the Services in accordance with the terms of this Agreement and an Order. The grant of rights hereunder is not a sale of the Services and InvestorCOM and any of its third-party licensors reserve all rights not expressly granted by this Agreement. Licensee shall promptly notify InvestorCOM and RIAB of any unauthorized use of the Services of which it becomes aware.
4. Use of Services
a. Use. The Services shall be used by and for the benefit of Licensee, by up to the number of Authorized Users and in accordance with this Agreement, an Order and in accordance with applicable law. Unless permitted in an Order, the Services shall not be used by or on behalf of, or for the benefit of, any third party other than Licensee, Authorized Users and clients or prospective clients of Licensee’s investment advisory services. If a third party is authorized to use the Services as provided in this Agreement, Licensee shall require such third party to only use the Services in accordance with this Agreement, including an Order, and to maintain the Services and other Confidential Information in strict confidence in accordance with confidentiality obligations at least as restrictive as the confidentiality obligations in this Agreement. Licensee shall be liable for any third party’s use of the Services in beach of this Agreement, including an Order, and shall indemnify, defend and hold InvestorCOM harmless from any claim, losses, damages or expenses arising out of or related to a breach of this Agreement or an Order by such third party.
b. Restrictions. Licensee shall not: (i) copy the Services; (ii) make derivative works of the Services, reverse engineer or decompile the Services or any portion thereof; (iii) attempt to unlock or bypass any initialization system, encryption methods or copy protection devices in the Services; (iv) modify, alter or change the Services, including any proprietary notices; (v) use components of the Services independently; or (vi) use the Services, or assist a third party, to develop a competitive solution to the Services. Any modification, alteration or change to the Services, unless authorized by InvestorCOM, shall terminate the warranties provided herein and InvestorCOM may, in its sole discretion, terminate Maintenance Services or the license to the Services. InvestorCOM hereby grants Licensee a non-exclusive, non-transferable, license to copy the Documentation in part or in full for Licensee’s internal purposes; provided, Licensee must reproduce all proprietary notices in such copies.
c. Third Party Components. Licensee shall access or use any Third-Party Components only in conjunction with the Services and in connection with its limited rights to the Services. All Third-Party Components are the property of their respective suppliers and as applicable, Licensee may be required to agree in writing to license terms of such third party suppliers prior to being provided access to Third Party Components. Suppliers of Third-Party Components reserve all rights to such Third-Party Components. All limitations, restrictions, and obligations applicable to the Services set forth in this Agreement shall also apply to Licensee’s use of the Third-Party Components. The Services may contain links to websites managed by suppliers of the Third Party Components and such Third Party Components may be subject to terms set out on such websites and InvestorCOM shall not be responsible for the contents of any such websites, or any changes or updates to such sites or directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Licensee’s use of or reliance on Third Party Component.
d. Results. Licensee is solely responsible for: (i) results obtained from the use of the Services and for conclusions drawn therefrom; (ii) selection of the Services to achieve Licensee’s intended results; and (iii) deciding to use, accept or reject the output from the Services. Neither InvestorCOM, RIAB, nor any of its or their third-party suppliers, shall have any liability to Licensee, its customers, Authorized Users or any other third party arising from or related to the output of the Services, including any Third Party Components, or the results of such output.
5. Hosting Services
a. Services. During the Term of an Order, InvestorCOM shall provide Licensee with the Hosting Services. Unless agreed to by the parties in an Order: (i) the current commercially available release of the Services shall be hosted in the Hosting Services; and (ii) InvestorCOM shall not provide any customization to the Services, integrate the Services to Licensee’s environment or perform any other consulting services. InvestorCOM shall have primary administrative rights and controls for the Services and InvestorCOM shall be responsible for all costs and expenses related to the development and hosting of the Hosting Services, including selecting the Hosting Service Provider.
b. Enhancements. InvestorCOM may implement Enhancements to the Services from time to time. InvestorCOM shall use reasonable commercial efforts to implement Enhancements and perform other services that will minimally impact use of the Services during Scheduled Downtime, as defined in the SLA. Certain Enhancements to the Services may require Licensee, in order to make efficient use of the current release of the Services and access to the Hosting Environment, to implement changes to Licensee’s computer environment, including upgrading its software. If an Enhancement will require Licensee to make any changes, InvestorCOM shall provide Licensee with reasonable prior notice of the implementation of the Enhancements.
c. Licensee Obligations. Licensee shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its network or systems to the Hosting Service Provider, including high speed internet connection, and hardware and software that is compatible with the Services, Licensee shall maintain a back-up copy of all Licensee Data and Licensee shall be responsible for all delays, delivery failures and all other loss or damage arising out of or relating to Licensee’s network connections or telecommunications links, including the internet. Licensee shall use the Services in accordance with the AUP and shall not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or in violation of third-part rights. In addition, Licensee shall not use the Services to interfere with or disrupt the integrity or performance of the Services or any of its data and the use of the Services by Licensee shall comply with all applicable laws, rules and regulations.
6. Licensee Data
a. Grant of License. Licensee hereby grants to InvestorCOM and RIAB during the Term a non-exclusive license to use, host, store, reproduce, cache and transmit the Licensee Data solely to the extent necessary for InvestorCOM and Hosting Service Provider to perform its obligations under this Agreement. Licensee shall provide the Licensee Data to InvestorCOM required for InvestorCOM’s performance under this Agreement and in the form and format and on the schedule specified by InvestorCOM. Licensee retains all rights to the Licensee Data not granted herein and Licensee shall maintain a copy of all Licensee Data. In addition, Licensee shall use commercially reasonable efforts to remove from the Licensee Data any data that personally identifies the consumer, person or entity (for example but not limited to, credit card numbers, or social security numbers).
b. Confidential Information. Licensee Data shall, to the extent applicable, be considered as non-public personal information under the Gramm-Leach-Bliley Act of 1999 and shall be maintained as Confidential Information, as provided in Section 8. InvestorCOM shall implement and maintain commercially reasonable administrative, physical and technical safeguards and measures to protect the security and confidentiality of the Licensee Data and protect against the unauthorized access to and use of the Licensee Data resident in the Hosting Environment. Unless directed by Licensee or as required by law, InvestorCOM shall not disclose Licensee Data to any third party, except to Hosting Service Provider. If InvestorCOM is compelled by law to disclose Licensee Data to a third party, InvestorCOM shall use commercially reasonable efforts to notify Licensee in advance of such disclosure unless prohibited by law.
c. Representation. Licensee shall be solely responsible for the content of all Licensee Data submitted to the Services and shall comply with all requirements of law relating to the use, disclosure and transmission of such Licensee Data. Licensee represents and warrants that: (i) it is either the owner of the Licensee Data and all intellectual property rights therein, or it has procured all necessary rights and licenses from the owners of such rights to enter into and carry out the terms of this Agreement; and (ii) the reproduction, use or distribution of the Licensee Data will not infringe the intellectual property rights of any third party, violate any requirement of law or constitute a libel or defamation of any third party.
d. Use of Licensee Data. InvestorCOM and/or RIAB may use the Licensee Data to: (i) observe and report back to Licensee on Licensee’s or Authorized Users usage of the Services; (ii) make recommendations for improved usage of the Services; and (iii) identify trends and publish reports on its findings, including test data and analysis, and identify or develop potential enhancements for the Services; provided the reports and enhancements include data aggregated from more than one customer and do not identify Licensee or any non-public personal information of any Authorized User. InvestorCOM will back up Licensee Data daily and store such backups on a minimum seven (7) day cycle. Within thirty (30) days following termination or expiration of this Agreement, InvestorCOM shall, upon request from Licensee, make available to Licensee for download a file containing all Licensee Data in its native format at no additional charge. After such thirty (30) day period, InvestorCOM shall have no obligation to maintain or provide any Licensee Data and may thereafter, unless prohibited by law, delete all Licensee Data in the Services or otherwise in InvestorCOM’s possession or under InvestorCOM’s control.
7. Confidential Information
a. Definition. “Confidential Information” shall mean all confidential and proprietary information of either party (the “Disclosing Party”) that is disclosed to the other party (the “Receiving Party”), including but not limited to: (i) Services; (ii) Licensee Data; (iii) pricing proposals, financial and other business information, data processes and plans; (iv) research and development information, technology, know how, processes, performance tests, product evaluations, bug fixes, and reported problems with the Services; (v) business practices, know-how, marketing or business plans; (vi) this Agreement, Orders, Documentation, AUP, Support Guidelines; (vii) customer and prospect lists, existing agreements with vendors and business partners; and (viii) any other information identified in writing as confidential or information that the Receiving Party knew or reasonably should have known was confidential.
b. Obligations. During the Term, each party may have access to certain Confidential Information of the other party. Confidential Information shall be used solely for each party’s performance under this Agreement and the exercise of its rights hereunder and shall not be disclosed to any third party; provided, however, Receiving Party may disclose Confidential Information to a consultant, contractor, legal or financial advisors or any Affiliate assisting Receiving Party with its obligations or rights under this Agreement, including, without limitation, Hosting Services Provider, (collectively, “Representatives”) to the extent that such Representatives have agreed to be bound by confidentiality obligations comparable to the confidentiality obligations and other terms or restrictions set out in this Agreement. The Receiving Party shall take reasonable precautions, at least as great as the precautions it takes to protect its own confidential information, to maintain the Confidential Information in strict confidence. The Receiving Party shall be liable for a breach by its Representatives of its obligations under this Section.
c. Exclusions. Confidential Information shall not include any information that the Receiving Party can establish: (i) is or subsequently becomes publicly available through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to disclosure of such information; (iii) is subsequently disclosed to Receiving Party by a third party who is not in breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without the use or benefit of the Confidential Information. Receiving Party may disclose Confidential Information pursuant to court order or a valid subpoena or as required under any federal, state or local law, to the extent counsel for the Receiving Party determines in its reasonable discretion that the disclosure of such Confidential Information is reasonably required and Receiving Party promptly notifies Disclosing Party in writing of such determination and provides the Disclosing Party an opportunity to seek an appropriate protective order, prior to disclosing such Confidential Information.
d. Injunctive Relief. Disclosing Party may be irreparably damaged if the obligations under this Section are not enforced, and Disclosing Party may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened, or further breaches of the Receiving Party’s obligations under this Section or any other appropriate equitable order or decree. In addition, if a party believes that injunctive relief is necessary to preserve the status quo or prevent further harm under this Agreement, then a party may pursue such relief.
e. Suggestions. Licensee grants InvestorCOM a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Licensee regarding the Services.
8. Warranties
a. General; Performance. InvestorCOM represents and warrants that: (i) during the Warranty Period the Services shall perform all material functions set out in the Documentation for such Services and shall otherwise operate in substantial accordance with such Documentation; and (ii) the Services shall be provided in a good, workmanlike and professional manner. If during the Warranty Period the Services fails to comply with this warranty, Licensee shall promptly notify InvestorCOM and RIAB in writing of any alleged errors or non-conformities with the Services. InvestorCOM shall, thereafter, have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties, to correct such errors or non-conformities in accordance with the Documentation. If following notice of any such error or non-conformity InvestorCOM is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Services under the applicable Order. If Licensee terminates the license to such Services during the Warranty Period in accordance with this Section, Licensee shall, as its sole and exclusive remedy, receive a refund of all fees previously paid for such Services licensed under the applicable Order prior to the effective date of termination. If the Services fail to comply with this warranty, InvestorCOM shall upon notice from Licensee, as Licensee’s sole and exclusive remedy, re-perform such Services.
b. Exclusions. The warranty set out in Section 9(B), above, shall not apply to: (i) Services that has been modified by Licensee or any third party, unless the modification has been approved in writing by InvestorCOM; (ii) a prior release or version of the Services that is not supported by InvestorCOM; or (iii) problems with the Services caused by any third-party software or hardware or by other matters beyond InvestorCOM’s reasonable control. InvestorCOM shall not be liable for any claims, losses or damages caused by or arising from the unauthorized use of the Services; the interruption or loss of use of the Services, except as provided in the SLA; or the loss or corruption of License Data or files processed or stored by the Services.
c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE, THIRD PARTY COMPONENTS, AND SERVICES ARE PROVIDED “AS IS” AND INVESTORCOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THIRD PARTY COMPONENTS AND SERVICE ES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
9. Limitation of Liability
EXCEPT FOR INDEMNIFICATION CLAIMS AND CLAIMS ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY, NOR RIA OR ANY OF ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES, SHALL BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF REVENUE OR BUSINESS INTERRUPTION, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED OR COULD HAVE BEEN REASONABLY FORESEEN. EXCEPT FOR INDEMNIFICATION CLAIMS, CLAIMS ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS AND RIGHT TO COLLECT FEES UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL EXCEED THE FEES ACTUALLY PAID (OR PAYABLE) BY LICENSEE TO INVESTORCOM UNDER THE IMPACTED ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH IS THE SUBJECT OF THE CLAIM. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET OUT HEREIN, INVESTORCOM’S LIABILITY ARISING FROM A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO LICENSEE DATA, UNLESS SUCH BREACH WAS DUE TO INVESTORCOM’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID (OR PAYABLE) TO INVESTORCOM UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH IS THE SUBJECT OF THE CLAIM. The rights and remedies set out in this Agreement allocate the risks between InvestorCOM and Licensee under this Agreement and the fees set out in an Order reflect the allocation of risks.
10. Acceptable Use Policy
a. Overview: Suspension, Termination. If InvestorCOM or RIAB determines that Licensee has violated this AUP, InvestorCOM may terminate or suspend its provision of the Services through the Hosting Services to Licensee. InvestorCOM will suspend Hosting Services for violation of the AUP on the most limited basis that InvestorCOM determines is reasonably practical under the circumstances to address the underlying violation. InvestorCOM will attempt to notify Licensee prior to suspending the Hosting Services for violation of the AUP (which may be via email or any other notification); provided, however, InvestorCOM may suspend Hosting Services without notice if InvestorCOM becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that may expose InvestorCOM or Hosting Service Provider to criminal or civil liability or that may expose the Hosting Environment or any third party property to harm. InvestorCOM shall not be liable for any damages of any nature suffered by any Licensee resulting in whole or in part from InvestorCOM’s lawful exercise of its rights under this AUP.
b. Prohibited Conduct:
i. General. The Hosting Services must be used in a manner that is consistent with the intended purpose of the Hosting Services and shall only be used for lawful purposes. Licensee shall not use the Hosting Services to transmit, distribute or store content: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; (b) that may adversely affect the Hosting Services, Services or other InvestorCOM customers; or (c) that may expose InvestorCOM to criminal or civil liability.
ii. inappropriate Content. Licensee shall not use the Hosting Services to transmit, distribute or store material that is inappropriate, as reasonably determined by InvestorCOM, or material that is obscene, defamatory, libelous, threatening, abusive, hateful, or excessively violent. Notwithstanding the foregoing or anything else to the contrary, no pornographic content of any kind shall be stored (either permanently or temporarily), processed by or transmitted through the Hosting Services.
iii. Intellectual Property. Licensee shall not use the Hosting Services in any manner that would infringe, dilute, misappropriate, breach or otherwise violate any third-party intellectual property rights or any applicable laws. Licensee is responsible for ensuring that all applications, software, programs, and content which are submitted to or utilized with the Hosting Services are properly licensed from the applicable third parties. Licensee shall indemnify InvestorCOM in accordance with the Agreement for any claims by third parties brought against InvestorCOM based on an allegation that Licensee failed to comply with the obligations set out in this paragraph.
iv. Harmful Content. Licensee shall not use the Hosting Services to transmit, distribute or store material that may be harmful to or interfere with the Services or any third party’s networks, systems, services, or web sites, such as, but not limited to, viruses, worms, and Trojan horses.
v. Fraudulent/Misleading Content. Licensee shall not use the Hosting Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations or which do not comply with any applicable laws, rules, or regulations.
vi. Collecting Information. Licensee shall not use the Hosting Services to store or collect, or attempt to store or collect, personal data without their prior knowledge and consent or in violation of any applicable law.
vii. Email and Unsolicited Messages. Licensee shall not use the Hosting Services to transmit unsolicited e-mail messages, including, without limitation, unsolicited bulk email (“spam”). Further, Licensee shall not use the service of another provider to send spam to promote a website hosted on or connected to the Services or to send e-mail messages which are excessive and/or intended to harass others.