END USER LICENCE AGREEMENT – SAMPLE

These terms and conditions apply to any work and/or agreement (“Agreement“) by and between AssetLogic International Ltd, an Irish limited company (“AssetLogic“), and the user (“Customer“) (each a “Party” and collectively, the “Parties“), and sets forth the terms and conditions governing the relationship between the Parties with respect to AssetLogic providing certain services, as outlined below, to Customer.

  1. NATURE OF SERVICES. Subject to the terms and conditions of this Agreement, AssetLogic shall provide Customer access to AssetLogic’s proprietary technology, platform and services, as a software-as-a-service platform (“Services“) for Customer as set forth below.
  2. AssetLogic grants Customer a limited, non-exclusive, non-transferable license to permit Users access and use of the Services in a manner consistent with the delivery and intent of the Services for the Term of this Agreement (“License“). The number of Users and any fees associated with it shall be established by separate Invoice or Statement of Work. “User” means Customer and individuals who access or use the Services via accounts established on behalf of Customer.
  3. LICENSE TERMS.
    1. Customer agrees to use the Services in accordance with these terms unless additional or separate terms are agreed by both parties in writing. Customer further agrees to not (i) permit or provide any third-party use of or access to the Services (either through security credentials or otherwise), except as expressly permitted herein as a “Guest Account“; (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of any third party rights; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or their related systems or networks; (v) create or recreate the source code for the technology provided as part of the Services (“Technology“), or re-engineer, reverse engineer, decompile or disassemble the Services; (vi) modify, adapt, translate or create derivative works from all or any portion of the Technology and/or documentation (“Documentation“) provided to Customer as part of the Services; (vii) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any of the Services, Technology or Documentation; nor (viii) pledge as security access to the Services or the Technology. If AssetLogic suspects a violation or attempted violation of these restrictions, AssetLogic may, in addition to any other remedy at law or equity, audit any User, as well as suspend or terminate Customer or any USER’s access to the Services.
    2. Updates and Upgrades: AssetLogic, in AssetLogic’s sole discretion, may upgrade, modify, or otherwise alter the Services at any point in time (collectively, “Updates“). In the event any of the Updates prevent Customer’s use of the Services, Customer may terminate this Agreement with no additional penalty.
    3. Usernames and Passwords. Usernames and passwords (“Security Credentials“) will be issued to Customer to access the Services. Customer shall take all reasonable steps to safeguard Security Credentials. Each user shall have its own password and be responsible for safeguarding that password, including not sharing the password for use by anyone other party. Passwords are subject to cancellation or suspension in AssetLogic’s sole discretion upon actual or suspected misuse. Customer is entirely responsible for any and all activities that occur using Customer’s Security Credentials.
    4. Guest Accounts. Where Customer has a full account, Customer will be permitted to sponsor a free account for third parties (“Trusted Third Parties“) in order to provide access to the Customer’s materials and accounts located and/or stored on the Services, provided the Trusted Third Parties agree to abide by any restrictions and or requirements provided in the Guest Account terms and conditions, as provided. A Trusted Third Party is an entity and/or individual. Where Customer has a guest account it may not sponsor other accounts.
  4. PROPRIETARY RIGHTS. AssetLogic retains all right, title and interest in, to and under the Services, Technology, Documentation, and all materials that are the result thereof, including any development work, and all related intellectual property rights (including all rights to any patents, copyrights, trademarks, and trade secrets). This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services. Customer may not alter the Services and/or any and all materials related to the Services without AssetLogic’s express written permission. AssetLogic shall have a worldwide, non-exclusive, fully-paid, royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services.
  5. CUSTOMER MATERIALS
    1. Any data, information or material that Customer discloses or submits to AssetLogic in the course of using the Services including but not limited to any marks, confidential information, or any related proprietary information, however expressly excluding any material related to the Services or feedback, (collectively, “Customer Materials“), shall remain the exclusive property of Customer. Customer shall have sole responsibility for the accuracy, quality, integrity, security, legality, and ownership or right to use all Customer Materials, and AssetLogic shall not be responsible or liable for the deletion, correction, destruction, damage or loss of Customer Materials.
    2. Customer hereby grants to AssetLogic a worldwide, non-exclusive, fully-paid, royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, reproduce, modify and display Customer Materials in order to provide the Services to Customer.
  6. THIRD PARTY PRODUCTS, SERVICES AND CONTENT. Unless expressly agreed to in writing by the Parties, Customer may not use to the Services for or with any third party products, materials, or content.
  7. CONFIDENTIAL INFORMATION.
    1. Both Parties agree that the relationship between the two parties shall be one of trust and confidence, and information concerning the parties, including but not limited to user interface, look and feel of the Services, product plans, marketing plans, methods of operation, business structure, designs, patents, costs, prices, names, finances, business opportunities, personnel, research, development or know-how, sources of product, sources of programming and software, technological methods and sources, and customers shall be considered confidential information. Both parties shall assume that all aspects of information in any form that one party acquires or to which the party may be exposed in connection with any use or discussion as it relates to the relationship between the parties is confidential unless otherwise indicated. (“Confidential Information“). Confidential Information shall not be information that (a) is or becomes a matter of public knowledge through no fault of the receiving party; (b) is rightfully received by the receiving party from a third party without a duty of confidentiality; (c) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party; or (d) is identified by the disclosing party in writing as no longer being confidential and proprietary. The parties agree, during the Term of this Agreement and for the five (5) year period immediately thereafter, to observe complete confidentiality with respect to all aspects of any Confidential Information, proprietary data or trade secrets or any parts thereof. The parties agree to treat all Confidential Information as confidential trade secrets and shall take all steps necessary to protect such Confidential Information as it does to protect its own highly sensitive proprietary and trade secret information. The parties agree that neither party shall use any Confidential Information for their own purposes (including duplication or creating systems or software that is similar in nature to the Platform) or disclose any Confidential Information except in accordance with the terms of this Agreement.
    2. The parties agree that Confidential Information may be disclosed only to those employees and agents of the party who: (i) reasonably require access to such Confidential Information in connection with the use of the Platform or to fulfill the party’s obligations under this Agreement; and (ii) have been informed of the confidential nature of the Confidential Information and have agreed in writing to be bound by the terms hereof, or terms substantially similar hereto.
    3. Upon termination of this Agreement, the parties agree to either destroy or return all such Confidential Information to each other promptly when the Agreement terminates (and, upon request, confirm such destruction in writing). This paragraph covers all confidential information regardless of when the respective party receives it.
    4. You may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that You will take reasonable steps to give the disclosing party sufficient prior written notice in order to contest such request, requirement or order by notifying the disclosing party of such request, requirement or order.
  8. REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to AssetLogic that (i) Customer has full right, power, ability, and authority to enter into, execute and fully support this Agreement and to grant all of the rights granted by it hereunder; and (ii) Customer shall comply with, and continue to comply with, all applicable laws required by appropriate government authorities of independent contractors, including the appropriate withholding, reporting, and payment of all required taxes.
  9. RELATIONSHIP OF THE PARTIES. Nothing contained herein shall be deemed to create any association, partnership, joint venture or the relationship of principal/agent or employer/employee between AssetLogic on the one hand and Customer on the other hand. AssetLogic is an independent contractor and shall perform all Services hereunder as such. Neither Party nor any employee or subcontractor employed by either Party shall act, appear to act, or be deemed for any purpose whatsoever to be an agent, employee, servant or representative of the other Party.
  10. TRADEMARKS AND PRESS RELEASES. Except as otherwise expressly stated herein, neither Party shall use the other Party’s name or any trademarks, service marks, trade names, logos, copyrights, or other designations of the other Party in any press release, advertising, promotional material or other public statement, without the prior written consent of the other Party. Notwithstanding the foregoing, Customer grants to AssetLogic the right to use its name and any trademarks, service marks, and logos of Customer in promotional materials, case studies, press releases, advertisements, and other public disclosures, solely for the purposes of identifying past and/or present representative clientele and scope of services provided. No confidential or proprietary information shall be disclosed in such reference, however AssetLogic may disclose any necessary information as may be required by applicable law or regulation.
  11. LIMITATION OF LIABILITY. THIS PARAGRAPH SETS OUT THE ENTIRE FINANCIAL LIABILITY OF ASSETLOGIC (INCLUDING ANY LIABILITY FOR THE ACTS/OMMISSIONS OF ITS EMPLOYEES, AGENTS AND CONTRACTORS) TO CUSTOMER IN RESPECT OF ANY BREACH OF THIS AGREEMENT, ANY USE OF THE SERVICES AND DOCUMENTATION, AND ANY REPRESENTATION, ACT OR OMISSION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND ALL WARRANTIES IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT. FURTHER, ASSETLOGIC SHALL HAVE NO LIABIILITY FOR ANY DAMAGES THE RESULT OF ASSETLOGIC ACTING AT CUSTOMER’S DIRECTION. ASSETLOGIC SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA OR INFORMATION, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING UNDER THIS AGREEMENT. ASSETLOGIC SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT IF IT IS PREVENTED FROM OR DELAYED IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT BY EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING DEFAULT OF CONTRACTORS OR ACTS OF GOD, PROVIDED CUSTOMER IS NOTIFIED OF SUCH AN EVENT.
    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSETLOGIC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING UNDER THEORY OF TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, OR OTHERWISE, SHALL BE LIMITED TO THREE (3) MONTHS OF FEES IN THE RELEVANT STATEMENT OF WORK.
  12. Customer agrees to indemnify and hold harmless AssetLogic and its managers, directors, officers, employees, and agents from any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and witness fees) arising out of or connected with (i) any act, omission, and/or breach of Customer’s representations, warranties or obligations hereunder; (ii) any material supplied by Customer to AssetLogic; and/or (iii) rights or licenses granted by Customer to AssetLogic.
  13. DATA PROTECTION AND PRIVACY POLICY. AssetLogic is committed to protecting data and personal privacy. We only use personal information in accordance with our Privacy Policy. For details, please see https://asset-logic.com/privacy-policy/.
  14. MERCER GIMD. The following terms are applicable only to Customers sharing data to Mercer GIMD.
    • The information that you enter into this database and share with Mercer will be used by Mercer consultants and manager researchers around the world for the purpose of researching investment managers and conducting searches for clients.
    • Your firm’s entry on GIMD, including some of the Mercer-generated research material linked to that entry, will be accessible not only to Mercer staff, but also to certain large Mercer clients that subscribe to GIMD.
    • Recognising that some of your information is sensitive from a regulatory or competitive standpoint, Mercer has a formal policy on how we manage, use and distribute this information. This policy, titled the Manager Information Disclosure Policy (MIDP), aims to protect your interests while allowing us to provide our clients with information and research opinions on investment products.
    • When you provide a specific piece of information or document that your firm has authored, to a Mercer manager researcher, it is your responsibility to indicate to the Mercer researcher if the distribution of the information or document should be restricted to internal use only. If this advice is provided verbally you must also follow-up with written confirmation via letter or e-mail. If you do not specify this and the researcher has no reason to believe that the information or document is sensitive it will be posted on GIMD and made available to Mercer staff, our consulting clients, and GIMD subscribers.
    • A more detailed ‘Statement of Mercer’s use of Manager Information’ can be downloaded from the GIMD Home page. If you have any questions, please use the Contact Us link to send us an e-mail.
    • Please ensure that the information you enter in this database is accurate and complete.
    • You may return to the database at any time to update information.
    • You should be aware that Mercer’s receipt of revenue from an investment manager will not result in any preferential treatment by Mercer when evaluating or recommending managers, their affiliates, products or strategies.
    • The security of this database is based on your password. Please ensure that your password is kept secure and changed regularly.
    • Note that Mercer has updated its Privacy Statement. To view the updated Privacy Statement please visit the GIMD Home page. Among the updates in the Privacy Statement is the ability for Mercer to share with business partners the contact information of individuals at your firm, as it is listed within GIMD. For instance, in connection with Mercer’s intended use of AssetLogic and its interface for data collection going forward, it is essential for Mercer to be able to share your contact information with AssetLogic and for AssetLogic to contact you in the implementation of this interface.
  15. GENERAL PROVISIONS.
    1. No Assignment. No Party may assign or transfer this Agreement or assign its rights or delegate its obligations under this Agreement, without the prior written consent of the other Party; provided, however, that a Party may assign or transfer this Agreement or its rights, interests or obligations under this Agreement without the other Party’s consent (a) to an affiliate of such Party or (b) to a purchaser of all or substantially all of the business or assets of such Party, whether by merger or otherwise, so long as in either case the transferring Party provides written notice to the other Party of such assignment or transfer within thirty (30) days following such assignment or transfer and provided that any successor of Customer is not a competitor of AssetLogic. Any attempted assignment inconsistent with the foregoing shall be void.
    2. Governing Law / Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of England, applicable to contracts entered into and wholly to be performed therein without regard to its conflicts of laws provisions. Any litigation, action or proceeding arising out of or relating to this Agreement shall be instituted in the applicable courts located within the city of London and the Parties hereby submit to the jurisdiction of any such court in any such litigation, action or proceeding.
    3. All notices and requests required or permitted under this Agreement and any other communications contemplated in this Agreement shall be given in writing and shall be deemed given as of the date of confirmation of receipt, either by courier, registered mail, or email delivery confirmation. Notices shall be sent to the Parties indicated in the Statement of Work. If at any time the addresses above should change, the Party whose contact information has changed shall give notice to the other Party as soon as practically possible, no later than ten (10) business days after such change.
    4. No Waiver. The failure of either Party to insist on the other Party’s strict compliance with the terms and conditions contained in this Agreement shall not constitute a waiver of such Party’s right to request that the non-performing Party in the future strictly comply with any and all of the terms and conditions contained in this Agreement.
    5. Non-Exclusivity. This Agreement is non-exclusive. Nothing herein prevents either Party from entering into similar agreements with other individuals or entities.
    6. This Agreement may only be modified in writing and executed by regular mail, and must reference the section of this Agreement to be modified. Otherwise, any and all modifications and changes shall be considered a modification of the respective or applicable Statement of Work.
    7. If any clause or provision of this Agreement shall be held to be invalid or unenforceable, such clause or provision shall be construed and enforceable as if it has been more narrowly drawn so as not to be invalid or unenforceable and such invalidity or unenforceability shall not affect or render invalid or unenforceable any other clause or provision of this Agreement.
    8. Force Majeure. Except with respect to any payment obligations, neither Party shall have any liability to the other for any failure to perform or delay in performance hereunder if such failure or delay is due to circumstances beyond its reasonable control and without such Party’s fault or negligence, including, without limitation, acts of God, civil unrest or acts of war or terrorism (including, without limitation, safety or security concerns relating thereto), labor disturbances, fire or other casualty, damage to either Party’s facilities, failure of transportation facilities, or government acts or regulations. The nonperforming Party shall immediately notify the other Party and shall be excused from further performance of the obligations so affected for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to recommence performance.
    9. Third Party Beneficiary. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and permitted assigns, and is made solely and specifically for their benefit. No other person or entity shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
    10. The conditions, representation, warranties and indemnifications contained in this Agreement shall survive the termination or expiration of this Agreement, Services and the payment of Fees hereunder.
    11. Cumulative Rights/Construction. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. The section headings of this Agreement are for convenience only and have no interpretive value.
    12. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.
    13. Entire Agreement. This document along with its appendices and Statement of Work(s) contains the entire agreement and understanding between AssetLogic on one hand and Customer on the other relating to the Services to be provided hereunder and supersedes all prior agreements, negotiations or understandings, whether written or oral between the Parties.