We are pleased that you (“you”) have chosen to subscribe to GF Data Resources LLC’s (“GFDR”) services (“Services”), which provide to users certain financial data, analysis and other information on private equity-sponsored merger and acquisition transactions (collectively, “Transaction Information”) through means of written periodic reports (which may be delivered to you by email, mail or other means) (“Periodic Reports”) and its user website, www.gfdataresources.com (the “Website”).
These are the terms (“Terms”) that govern the provision, access and use of the Transaction Information, the Periodic Reports and the Website.
1. Use of Content.
GFDR hereby grants to you the non-exclusive right to use and access the Transaction Information and other content included or displayed in the Periodic Reports and the Website, for the fees identified in your subscription (“Subscription”). GFDR retains all ownership rights (including copyrights and other intellectual property rights) in the Periodic Reports, the Website and the content included therein (collectively, the “GFDR Property”), in any form, and you obtain only such rights as are expressly granted in these Terms. The GFDR Property may be used for your internal use by you and your employees only. Except as expressly permitted in these Terms, you agree to maintain the confidentiality of all GFDR Property, and not to copy, reproduce, modify, create derivative works from or store, in whole or in part, the GFDR Property, or to display, perform, publish, transmit or circulate any of the GFDR Property to anyone, or for any purpose, without the express prior written consent of GFDR. GFDR’s Transaction Information comprises high-level data on valuation and leverage trends in the private equity-sponsored transactions market as a whole (“High-Level Data”), and industry-specific information (“Industry-Specific Data”) organized by codes under the North American Industrial Classification System (NAICS). You may reproduce, distribute or display Transaction Information in pitches, internal presentations, client work product and similar non-public uses, provided that: (a) you include all copyright and other proprietary notices with such portion in the same form in which it appeared in the applicable Periodic Report and the phrase “Used with permission from GF Data Resources, LLC” and (b) all recipients agree to be subject to, and comply with these Terms. Industry-Specific Data may not be used by you for any other purpose. You may, however, use the High-Level Data in newsletters, client mailings, conference presentations and other public settings, provided that: (i) the copyright and proprietary notices listed above are included therein and (ii) all recipients agree to be subject to, and comply with these Terms. Under no circumstances will any Transaction Information be posted on your or any other website, electronic bulletin boards or otherwise made available in unexcerpted form.
The initial term of these Terms shall commence on the date you first agree to these Terms and shall continue for the initial period specified in your Subscription. These Terms shall thereafter renew for successive one (1) year periods (or as provided otherwise in your Subscription), unless either GFDR or you seeks to terminate them. Either party may terminate these Terms upon thirty (30) days written notice to the other, or immediately upon the event of breach by the other party. You may not use or publish any Transaction Information once your Subscription is terminated. Sections 2, 3, 4, 5 and 7 shall survive any the termination or expiration of these Terms.
3. Disclaimer and Limitation of Liability.
THE GFDR PROPERTY AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. GFDR MAKES NO GUARANTEES OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE GFDR PROPERTY AND SERVICES. GFDR SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE. NEITHER GFDR NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE SERVICES OR ANY USE OF THE GFDR PROPERTY. IN NO EVENT WILL GFDR OR ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE ON THE GFDR PROPERTY OR SERVICES.
You agree to indemnify GFDR for all damages, liabilities, costs, charges and expenses (including reasonable attorneys’ fees) that GFDR, its affiliates, employees and other authorized users may incur as a result of: (a) your breach of any of these Terms; (b) your use of the GFDR Property or Services; or (c) the use of the GFDR Property or Services by any third party as a result of (a) or (b).
5. Payment; Registration; Information.
You shall pay GFDR in accordance with the Subscription, and shall pay all applicable taxes related to the Subscription. As part of the registration process for the Subscription, you must select a member name and password, and provide GFDR with accurate, complete and updated information. Failure to do so constitutes a breach of these Terms.
6. Refund Policy.
GFDR will refund fifty percent (50%) of your Subscription fee if you provide notice to cancel your Subscription within thirty (30) days after the date when you first receive Transaction Information, or on-line access thereto. After that date, GFDR will not be obligated to return any of the Subscription fee.
These Terms constitute the entire agreement between the parties relating to the GFDR Property and the Services, and supersede any and all other agreements, oral or in writing, with respect thereto. The failure of GFDR to insist upon strict compliance with any provision of these Terms shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. These Terms are personal to you, and you may not assign your rights or obligations hereunder to anyone. These Terms, your rights and obligations, and all actions contemplated by these Terms shall be governed by the internal laws of the Commonwealth of Pennsylvania.
GFDR agrees to be legally bound by these Terms. By clicking on the “I agree” button below, you agree to be legally bound by these Terms, and the person clicking the “I agree” button is representing to GFDR that he or she is authorized to do so. Additionally, these Terms may be modified or updated by GFDR at any time, and from time to time, without notice to you. Each time that you receive a Periodic Report or accesses the Website, you are agreeing to be legally bound by the Terms then in effect.