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Terms and Conditions of Use

Last revised: 2019-08-20

Please read these terms and conditions of use as set out below (the “Terms”) carefully before accessing and using the Act Analytics data visualization and analysis software and services (the “Analytics Application”) and any data or service provided by Refinitiv and made available by Act Analytics (the “Information Product”) (collectively with the Analytics Application, the “Service” or “Services”). These Terms govern your access to and use of the Service, including the messages, information, data, text, software, images and other content that make up the Service (the “Content,” which content is part of the Service).

These Terms are between you (as defined below) and Act Analytics Corp (“Act Analytics,” “we,” or “us”), and exempt Act Analytics and Refinitiv Holdings Limited and its affiliates (“Refinitiv”) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of the Service. Please read these Terms carefully. The Service is intended for business, commercial, or organizational use and is not intended for use by consumers.

1. Terms and Conditions of Use of Service

Your use of the Service is conditional on your acceptance of these Terms. By accessing and using the Service, including by purchasing a Subscription (as defined below), you agree on your own behalf, or if you represent an organization, on behalf of the organization who you represent (such individual or entity agreeing to these Terms, “you”), to accept and be bound by these Terms. If these Terms are being agreed to on behalf of an organization (for example, by an employee or other representative), the representative entering into these Terms represents and warrants that they have the authority to agree to these Terms on behalf of the organization. You also agree to our privacy statement available at https://www.act-analytics.com/privacy (the “Privacy Statement”).

If you do not agree to be bound by these Terms, you cannot use the Service or register to subscribe to the Service. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically.

We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time on notice to you by email. Changes will be effective as of the date the changes to these Terms are posted to our website. It is your responsibility to check these Terms each time you access the Service to determine whether any changes have been made to these Terms, including by checking the date of the “Last Update” at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Service immediately. Your continued use of the Service after any such revised Terms are posted will constitute your acceptance to the revised Terms. These Terms apply exclusively to your use of the Service and do not alter the terms or conditions of any other agreement you may have with us.

We may, at any time without notice or liability, and for any reason whatsoever, terminate, modify or otherwise change, suspend or discontinue any aspect of the Service, in whole or in part, including: (i) changing the availability and/or the functionality of, restricting access to, or imposing limits on any or all features or services on, or links to, the Service; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of use of the Service or any features of the Service; (iii) removing, adding, modifying or otherwise changing any Content on the Service; (iv) ceasing access to, or modifying, any elements of the Information Product; or (v) making such Information Product subject to additional conditions imposed by Refinitiv or upon the instructions of the third party provider of the Information Product or any part of the Information Product. We reserve the right, in our sole discretion, to correct any errors or omissions in any part of the Service at any time without notice, but confirm that we have no duty to do so.

You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time to use the Service.

2. Limited Licenses

Subject to these Terms and to the limits of your Subscription (including limits on the number of Users), you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited:

(i) right to access and use the Service, including the Content and Information Product therein accessible through the Service; and

(ii) license to make temporary copies of the Analytics Application using your web browser while you use the Analytics Application,

in each case solely as made available to you by Act Analytics and by using a supported web browser, solely for your internal purposes, and solely during the Subscription Term (as defined below) (the “License”). Act Analytics reserves all rights other than the License and you have no right or permission to use the Service except as set out in the License and in accordance with these Terms.

You may not, nor may you cause or assist another to:

(a) modify, reverse engineer, decompile, create derivative works from, or disassemble the Service for any reason whatsoever, including for the purpose of creating competitive products or services;

(b) resell the Service (including any Content), or include the Service or any part of the Service (including the Content) in or with any product that you create or distribute;

(c) copy any Content onto your own or any other website or into a database or mobile application;

(d) use the Information Product in any Automated Trading Application (as defined below) (including for the purposes of testing correlations or developing investment/trading strategies to support programmatic/automated trading). An “Automated Trading Application” means any server-based application that uses the Information Product (or Content) to trade or support the trading of the instruments to which the Information Product relates, without the requirement for individual trading decisions to be taken by a natural person;

(e) hyperlink text directly to the Information Product on the Services or to frame the Services such that the Information Product appears on the same screen as your service;

(f) use the Service in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Service or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Service (including without limitation uploading, posting or otherwise transmitting on the Service any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Service);

(g) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Service or the Content in whole or in part;

(h) use the Service in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates; or

(i) interfere with any other person’s use and enjoyment of the Service or of the Internet generally.

With respect to the Information Product and Content (to the extent such Information Product is embedded in the Content), you may copy, paste and distribute internally only an insubstantial amount of the data contained in the Information Product and Content provided that: (a) the distribution is incidental to or supports your business purpose; (b) the data is not distributed by you in connection with information vending or commercial publishing (in any manner or format whatsoever), and not reproduced through the press or mass media or on the Internet; and (c) where practical, clearly identifies Act Analytics and Refinitiv or its third party providers as the source of the data. Data will be considered an “insubstantial amount” if such amount (i) has no independent commercial value; or (ii) could not be used by the recipient as a substitute for any product or service (including any download service) provided by Refinitiv or any substantial part of it. To the extent that the Information Product contains any third party data referred to in the General Restrictions/Notices page set forth on http://www.thomsonreuters.com/datause, the terms set forth on such General Restrictions/Notices page shall apply to you.

To the extent you are in breach of your obligations under these Terms, Act Analytics may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Service (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.

3. Subscription and Accounts

To use the Service (to be a “User”), you must register for an account and become a subscriber of the Service:

(a) Each User must register an account by providing their real name, password, and valid email address. You must provide complete and accurate information to us and notify us if such information changes. Any personal information which Act Analytics collects via the Service is subject to our Privacy Statement.

(b) Your subscription to access and use the Service (“Subscription”) is effective on the date you open an account and procure a subscription (including a free trial subscription) through the Services interface, or through an ordering document signed by you and Act Analytics (each, an “Order Form”) and shall continue for the duration of the Subscription set out in the Order Form unless terminated earlier in accordance with these Terms or the Order Form (“Subscription Term”). If no Subscription Term is specified in an Order Form, the Subscription Term will continue for successive one-month periods until you terminate the Subscription by providing Act Analytics with at least 30 days’ written notice of termination or Act Analytics terminates the Subscription immediately on notice to you.

(c) You must not share any User name or password with any other person. You are responsible for all activity occurring under your account or any account of your Users, and shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and the transmission of technical or personal information. You shall use reasonable efforts to assist Act Analytics in relation to the investigation and remedy of any claim, action, suit proceeding or litigation with respect to the alleged unauthorized access, use processing or disclosure of personal information. You shall: (A) scan any device used to access the Service for any code or device which is designed or intended to impact the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry and remedy any deficiency of which you become aware; (B) secure your computing environments according to generally accepted industry standards to ensure that the Services cannot be accessed by any unauthorized person and remedy any deficiency of which you become aware; (C) notify us immediately of any unauthorized use of any password or User account or any other known or suspected breach of security; (D) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, we may immediately remove or suspend any User account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (A), (B), (C) or (D).

(d) If you become aware of any unauthorized access to your account or account of any of your Users, you must change the password to the affected account and notify us immediately. You agree to notify us promptly of any unauthorized use of any password and you will remain liable for any use of the Service to the extent permitted by law.

(e) You must not use the Service in any manner that is unlawful (including by accessing the Service from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, or invasive of the privacy rights or any other rights of third parties (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.

4. Transaction Terms

(a) Your use of certain Services is subject to your payment of all fees and charges when due, as such fees and charges are set out in the Order Form and as amended from time to time. Please note that fees and charges associated with the Service are set out in Canadian dollars.

(b) Act Analytics will invoice you on a per transaction basis for all fees due with respect to the Service, as well as any processing fee charged to Act Analytics by our third party payment processor, if applicable.

(c) You are responsible for and agree to pay promptly, all fees and charges, including applicable taxes and additional fees based on your use of the Service. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, and email address.

(d) Act Analytics reserves the right to change the prices, fees and charges associated with the Service at any time and from time to time on notice to you without any liability to you or any other person. Act Analytics reserves the right to limit or suspend the Service provided to any User. Act Analytics also reserves the right at any time to reject, cancel or terminate any transaction.

5. Proprietary Rights

(a) The Service is protected by copyright and other intellectual properly laws. Any unauthorized copying, redistribution, reproduction or modification of the Service (including any element of the Content) is strictly prohibited. You agree to comply with all copyright and other intellectual property laws worldwide in your use of the Service and to prevent any unauthorized copying, redistribution, reproduction or modification of the Service or any of the Content.

(b) Certain names, graphics, logos, icons, designs, words, titles and phrases on the Service, including without limitation “Act Analytics,” constitute trade-marks, trade names, trade dress and associated products and services of Act Analytics or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of Act Analytics suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on or in connection with the Service does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of Act Analytics or the relevant third party, as applicable, is strictly prohibited.

(c) Subject to the limited rights expressly granted herein and excluding any Information Product, no other rights are granted to you and Act Analytics owns, retains and reserves all right and title and interest in the Services including all copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, including in any modifications, improvements, developments, enhancements and derivative works howsoever created, even if unauthorized or on the request of or based on any Submissions (as defined below).

(d) With respect to the Information Product specifically:

(i) Refinitiv or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the Information Product and you are not granted any proprietary interest therein or thereto.

(ii) The Information Product constitutes confidential and trade secrets of Refinitiv or its third party providers. Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Information Product in any form or manner is expressly prohibited, except to the extent expressly permitting hereunder, or otherwise, with the prior written permission of Refinitiv.

6. Links

Certain links on the Service may take you to other websites that are not owned or operated by Act Analytics. Act Analytics provides these links only as a convenience. Act Analytics is not responsible for the content of any such linked websites. Act Analytics makes no representation or warranty regarding, and does not endorse, such linked websites, the information or other content appearing thereon or any of the products or services available on or through such websites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

7. Privacy Statement

Any personal information which Act Analytics collects via this Service is subject to the Privacy Statement available at https://www.act-analytics.com/privacy.

8. User Communications

Any information gathered by us through your use of the Service may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Service. Such information may be shared with third parties, including our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.

9. User Submissions (solicited and unsolicited)

(a) Subject to any applicable law and the requirements of our Privacy Statement:

(i) We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to us.

(ii) Any communications sent by you to us via the Service or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree not to assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of Act Analytics and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication.

(b) We are not obliged to monitor, screen, police or edit your use of the Service, although we may choose to do so in our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of the Service, including without limitation use that constitute copyright infringement.

10. Disclaimer

We make no representation or warranty and there are no conditions of any kind regarding the Service, or the Content, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Content, including that they are appropriate or available for use at any locations outside Canada. Accessing the Service, or the Content from locations where the Service, or the Content is illegal is prohibited. Any diversion of the services and/or any Content obtained from or through the services contrary to Canadian law is also prohibited. If you access the Service from locations other than Canada, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws.

You acknowledge and agree that the Service (including without limitation the Content) is provided on an “AS IS” basis and that any use of or reliance on the Service shall be at your sole risk.

ACT ANALYTICS AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE SERVICE (INCLUDING THE CONTENT). FOR GREATER CERTAINTY, ACT ANALYTICS DOES NOT WARRANT THAT THE SERVICE (INCLUDING THE CONTENT AND THE INFORMATION PRODUCT) WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, (vi) BE SECURE, OR (vii) BE ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.

11. Limitation of Liability

YOU AGREE THAT IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ACT ANALYTICS AND ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “ACT ANALYTICS REPRESENTATIVES”) TO YOU AS A RESULT OF ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THE SERVICE, THESE TERMS, ANY ORDER FORM AND THE CONTENT FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ACT ANALYTICS HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE ONE MONTH IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. YOU FURTHER AGREE THAT IN NO EVENT WILL ACT ANALYTICS OR ACT ANALYTICS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE SERVICE, THE CONTENT, OR ANY CONTENT OF ANY LINKED WEBSITE, OR FAILURE OF SUCH WEBSITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEBSITES, CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEBSITES), EVEN IF WE OR ANY ACT ANALYTICS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.

YOU ACKNOWLEDGE AND AGREE THAT ACT ANALYTICS IS A PROVIDER OF INFORMATION (INCLUDING OPINIONS) FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT PROVIDE FINANCIAL, TAX AND ACCOUNTING, LEGAL OR OTHER PROFESSIONAL ADVICE. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND ACT ANALYTICS IS NOT RESPONSIBLE FOR THESE OPINIONS. LIKEWISE, ACT ANALYTICS IS NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY OF YOUR DECISIONS THAT ARE MADE IN RELIANCE ON THE SERVICES, INCLUDING WITHOUT LIMITATION DECISIONS RELATING TO THE SALE AND PURCHASE OF INSTRUMENTS, OR LEGAL, COMPLIANCE AND/OR RISK MANAGEMENT DECISIONS. YOU AGREE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS.

YOU FURTHER ACKNOWLEDGE THAT ACT ANALYTICS REPRESENTATIVES AND REFINITIV ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS.

WITH RESPECT TO THE INFORMATION PRODUCT SPECIFICALLY, YOU FURTHER AGREE THAT:

(a) NEITHER REFINITIV NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE INFORMATION PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. USE OF THE INFORMATION PRODUCT AND RELIANCE THEREON IS AT YOUR SOLE RISK. NEITHER REFINITIV OR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO YOU OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE INFORMATION PRODUCT, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS IN OR ARISING FROM THE USE OF THE INFORMATION PRODUCT. THE INFORMATION PRODUCT IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER.

(b) IN NO EVENT WILL REFINITIV OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH INFORMATION PRODUCT EVEN IF REFINITIV OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, REFINITIV OR ITS THIRD PARTY PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER FOR ACT ANALYTICS’ CONTENT OR SERVICES.

12. Indemnity

You will indemnify and hold the Act Analytics Representatives harmless from and against any claims brought by third parties arising out of your use of this site, and any breach of these Terms by you, including any use of the Service (including the Content) other than as expressly authorized in these Terms. You agree that Act Analytics and the Act Analytics Representatives will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify each against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the Act Analytics Representatives in connection therewith.

13. Choice of law

You agree that all matters relating to the access to, or use of, the Service shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles.

Any dispute between us and you or any other person arising from, in connection with or relating to the Service, these Terms, any or any related matters must be resolved before the Courts of the Province of Ontario and the Federal Courts of Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.

14. Termination of Use

If you breach any provision of these Terms, then you may no longer use the Service and we may terminate your Subscription. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your account or Subscription with or without notice. In any case, we may terminate any Subscription at any time immediately on written notice to you, in which case we will refund you any unused prepaid fees associated with such Subscription.

Upon termination (including termination by expiry of the Subscription Term) of the Subscription or the termination or suspension of your account, regardless of the reasons therefore, your right to use the Service immediately ceases and you acknowledge and agree that (a) we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service; and (b) all rights granted hereunder shall immediately terminate and you shall cease to use the Service, including the Information Product, any data from the Information Product and data derived from the Information Product, and Content, and you shall delete or destroy all copies thereof in your possession or control. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

15. General

These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and Act Analytics agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by Act Analytics. You and Act Analytics are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.

The provisions of these Terms will enure to the benefit of and be binding upon you and Act Analytics and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.

16. Notices

All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at info@act-analytics.com. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

17. Language

The parties have required that this agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.