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VALUATION METRICS TERMS OF SERVICE

By clicking the "Accept" button below or by using the Services, you, on behalf of either yourself or the entity that you represent ("Licensee"), are agreeing to these Terms of Service, pursuant to which Citadel Securities Corporate Solutions LLC ("Service Provider") will make available to Licensee the Valuation Metrics services (the "Services"), including access to Service Provider’s proprietary customer relationship management platform and underlying algorithms and models (collectively, the "Platform") through which reports are provided to Licensee ("Reports"). Licensee’s use of the Services is subject to and conditioned on Licensee’s acceptance of these Terms of Service together with Service Provider’s Privacy Policy located at: https://www.citadelsecurities.com/privacy (collectively, the "Agreement"), which shall also govern any information, including personal information, that Licensee provides to Valuation Metrics through the Services. If a Services Agreement has been executed by both Licensee and Service Provider, the Services Agreement shall govern your use of the Services and these Terms of Service do not apply to you.

The parties agree as follows:

  1. Access and Use of Services. Subject to Licensee’s continued compliance with this Agreement, Valuation Metrics grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license for Licensee to access and use the Services solely for Licensee’s internal business purposes. Service Provider may, without prior notice, modify the Services from time to time in its sole discretion.
  2. Security. Licensee is fully responsible for all liabilities or expenses incurred through the use of any unique identification name and password granted to Licensee to access the Service (each a "User ID") and shall maintain the security and confidentiality of its User ID.
  3. Restrictions on Use of Services. Licensee shall not, whether directly or indirectly: (i) interfere in any manner with the hosting of the Services; (ii) modify, download, reproduce, copy, adapt, alter, improve, translate, or create derivative works from the Services; (iii) merge any Services with other software or services; (iv) sell, market, license, sublicense, lease, rent, loan, distribute or otherwise transfer or grant access to the Services to any other person or entity; (v) reverse engineer, decompile, or disassemble the Services or otherwise attempt to derive or reveal the trade secrets or know-how underlying the Services; (vi) publish any results of any benchmark tests run on any of the Services; (vii) remove, modify, or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, notice or legend on any copy of the Services or related data, documentation or other materials; or (viii) use the Services in violation of or for any purposes other than as set forth in this Agreement.
  4. Licensee Obligations. Licensee will not provide or make any representations or warranties regarding the Services or otherwise on behalf of or purportedly binding on Service Provider, including, without limitation, regarding the performance, functionality, capabilities, or characteristics of the Services, except as expressly authorized by Service Provider in advance and in writing. Licensee agrees to provide to Service Provider its reasonable cooperation in connection with Service Provider’s performance of its obligations hereunder, including providing any information and assistance to the extent reasonably requested by Service Provider. Licensee acknowledges and agrees that Service Provider shall not be liable for any failure, delay, or damages arising from or related to Licensee’s failure or delay in providing such cooperation.
  5. Licensee Content. Licensee owns all right, title and interest in the data and content it enters or submits to the Services ("Licensee Content"). Licensee grants to Service Provider a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to use Licensee Content in order for Service Provider to provide the Services and incorporate such data in the algorithms or models underlying the Services. Licensee represents and warrants that it has all rights and authority to grant the foregoing rights. The foregoing does not grant Service Provider the right to disclose any Licensee Confidential Information to its other clients or to any third party except as set forth in Section 8. Licensee shall not provide Licensee Content that: (i) infringes, misappropriates, or violates any intellectual property rights, publicity/privacy rights, or other law or regulation; (ii) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (iii) is materially false or misleading. Service Provider is under no obligation to review Licensee Content for accuracy, potential liability or otherwise.
  6. Intellectual Property Ownership.
    1. Service Provider reserves all right, title, and interest, including all intellectual property and other proprietary rights, in and to the Services (including the Platform) and Service Provider’s trademarks, service marks, logos, and similar such intellectual property either owned or licensed by Service Provider, and Licensee shall not contest those rights or engage in any conduct contrary to those rights. Service Provider will own all rights, titles, and interest, including all intellectual property and other proprietary rights, in and to (i) the methods, designs, data, algorithms, templates, forms, and other materials and technology (including all modifications and any derivative works thereof) embodied in the Platform or otherwise used by Service Provider in order to produce the Reports or perform the Services, (ii) any portion of the Services developed prior to or independently from this Agreement, and (iii) any other intellectual property or other materials identified as being owned by Service Provider (the "Pre-Existing IP"). All Pre-Existing IP shall remain the sole and exclusive property of Service Provider.
    2. Subject to the first sentence of Section 5, Licensee acknowledges and agrees that Service Provider owns all right, title and interest, including intellectual property rights, in the algorithms and models underlying the Services and the aggregated and anonymized data generated from use of the Services hereunder and any derivatives thereof.
    3. Service Provider will own the Reports and grants Licensee a perpetual, non-exclusive, non-transferable, royalty-free license to access and use such Reports for its internal business purposes. For the avoidance of doubt, Service Provider acknowledges that Licensee may disclose the Reports to Licensee’s employees, agents, and contractors as necessary for them to perform their duties for Licensee, subject to Section 8.2 below.
    4. Licensee hereby irrevocably transfers and assigns to Service Provider, on an exclusive basis, all right, title, and interest in and all feedback, suggestions, and comments made by Licensee regarding the Services, Platform, or Reports (collectively, "Feedback"). Feedback may be used by Service Provider for any purpose without any accounting or payment to Licensee or any other party, including use by incorporation of such Feedback into the Services or other computer programs, services, or documentation or for assignment, license, or other transfer to third parties. Service Provider’s use of the Feedback shall be in its sole discretion, and Service Provider makes no promise to incorporate or implement any Feedback or to provide any future functionality.
    5. No rights or licenses with respect to the Services, Reports, Pre-Existing IP, or any other intellectual property of Service Provider are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement.
  7. Term and Termination. The term of this Agreement shall commence on the date on which Licensee agreed to this Agreement and shall continue thereafter until the later of: (i) the duration mutually agreed by the parties and (ii) the duration for which Licensee has access to the Services, unless earlier terminated as provided in this Agreement. Licensee may terminate this Agreement at any time by ceasing to use the Services, notifying Service Provider, and returning any materials provided to Licensee pursuant to this Agreement. Service Provider may terminate this Agreement immediately upon notice to Licensee. This Agreement shall automatically terminate, without the need for notice to Licensee, if Licensee fails to comply with any provision of this Agreement or upon expiration of the term specified above. Upon expiration or termination, Licensee’s license to the Services shall terminate and Licensee shall stop accessing the Services. Notwithstanding anything to the contrary in this Agreement, all provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement shall so survive.
  8. Confidentiality.
    1. "Confidential Information" means any confidential or proprietary information of the disclosing party whether or not marked as being "Confidential" or "Proprietary" or under the circumstances of disclosure should reasonably be considered as confidential or proprietary. Confidential Information includes the existence and terms of this Agreement. The obligations hereunder with respect to Confidential Information do not apply to the extent such information (i) is in or enters the public domain through no fault of the receiving party, (ii) was lawfully in the possession of the receiving party prior to receiving it from the disclosing party, (iii) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party's Confidential Information, or (iv) is received by the receiving party from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
    2. The Confidential Information of each party is the property of that party, and the receiving party obtains no right, title, interest, or license in or to the Confidential Information of the disclosing party except as expressly stated herein. Subject to Section 5, each party shall (i) hold in strict confidence all Confidential Information of the other party, (ii) use such Confidential Information only to perform or to exercise its rights under this Agreement, and (iii) not transfer, display, convey or otherwise disclose or make available such Confidential Information to any person or entity except to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of such party who need to know such Confidential Information, who are under written confidentiality obligations substantially similar to those set forth hereunder, and whose handling and treatment of the Confidential Information in accordance with this Agreement is such party’s full responsibility. Each party will use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but each party shall use at least reasonable care. The receiving party may disclose the Confidential Information of the disclosing party in response to a valid court order, law, rule, regulation, or other governmental action, provided that (a) the disclosing party is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and (b) the receiving party assists the disclosing party, at the disclosing party’s option and expense, in any attempt to limit or prevent the disclosure of the Confidential Information.
  9. Limitations.
    1. External Links. The Services may contain links to other third-party websites or otherwise re-direct you to other third-party websites or services (collectively, the "Linked Sites"). The Linked Sites are not under Service Provider’s control and Service Provider is not responsible for any Linked Site, including, but not limited to, any content contained in a Linked Site or any changes or updates to a Linked Site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply Service Provider’s endorsement of the Linked Site or any association with its operators. The Linked Sites may require Licensee to agree to additional terms and conditions between you and such third party. Service Provider is not responsible for any such terms and conditions or any damages Licensee may incur by using the Linked Sites. LICENSEE USES THE LINKED SITES SOLELY AT ITS OWN RISK.
    2. Security. Licensee understands and acknowledges that certain risks are inherent in the transmission of content and provision of services through the Internet and that these risks cannot and are not eliminated despite the measures Service Provider uses to maintain the security of its Services. Because of these inherent risks, Service Provider makes no representation, warranty, covenant, or agreement that its security measures will be effective. Licensee acknowledges and agrees that all information and content, including Licensee Content, that it provides is provided at its own risk.
    3. No Investment Advice. Licensee agrees that, in providing the Services, Service Provider is not providing any investment advice or making any recommendation to Licensee as to any investments or other transactions.
    4. No Warranty. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, AND REPORTS ARE PROVIDED AS-IS AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS, AND REPRESENTATIONS REGARDING THE SERVICES, PLATFORM, AND REPORTS, OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICES OR PLATFORM ARE AVAILABLE OR APPROPRIATE FOR USE IN ANY SPECIFIC LOCATION AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY GOVERNMENT WITH RESPECT TO ANY DATA OR OTHER INFORMATION AVAILABLE THROUGH OR CONTAINED IN THE SERVICES. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES, PLATFORM, OR REPORTS WILL MEET LICENSEE’S REQUIREMENTS, THAT THE SERVICES, PLATFORM, OR REPORTS ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. SERVICE PROVIDER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE SERVICES, PLATFORM, OR REPORTS IN TERMS OF QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF WARRANTIES PROVIDED IN THIS AGREEMENT.
    5. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, DIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR USE THEREOF) ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER’S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES IS LIMITED TO $100.00.
  10. Indemnity. Licensee will defend, indemnify, and hold harmless Service Provider and its affiliates, and each of their respective officers, directors, employees, successors, and assigns from all claims, damages, liabilities, assessments, fines, penalties, losses, costs, and other expenses (including reasonable attorneys’ fees and legal expenses) arising out of or resulting from any third-party claim, demand, suit, action, allegation, or any other proceeding to the extent that it arises out of, is made in connection with, or otherwise relates to: (i) any actual or alleged infringement or misappropriation of any intellectual property rights or similar proprietary rights by Licensee under any jurisdiction of any party or third party; (ii) any claims arising from Licensee’s violation of any applicable laws; and (iii) any gross negligence or willful misconduct of Licensee. Notwithstanding the preceding, Licensee agrees that Service Provider may assume the defense of any such claim upon written notice to Licensee, and Licensee will indemnify and hold harmless Service Provider for all liabilities, judgments, and expenses, including reasonable attorneys’ fees, arising therefrom or related thereto.
  11. General.
    1. Licensee shall comply with all applicable laws of the United States and other jurisdictions. The Services may be subject to United States export regulations for high technology goods. None of the Services may be resold to (and Licensee’s rights granted herein do not extend to such scenarios) persons or entities who are either (i) located in, a national of, or a resident of any country to which the U.S. has embargoed goods; or (ii) on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
    2. Licensee may not assign this Agreement or transfer its rights under this Agreement, whether by operation of law or otherwise, without Service Provider’s prior written consent.
    3. This Agreement is governed by and interpreted in accordance with the substantive laws of the State of New York, United States of America, without reference to conflicts of law principles. Licensee’s use of the Services may be subject to other local, state, national, and international laws.
    4. Licensee agrees that Service Provider may have no adequate remedy at law if there is a breach or threatened breach of this Agreement and, accordingly, that Service Provider will be entitled to injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to Service Provider.
    5. Service Provider and Licensee are independent contractors with respect to one another under this Agreement, and neither one is a partner, joint venturer, employee, agent or legal representative of the other for any purpose. This Agreement has no third-party beneficiaries.
    6. Service Provider’s waiver of a breach or a default of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or any other provision. Service Provider’s delay or failure to exercise or avail itself of any right will not operate as a waiver of any right by Service Provider. If any provision of this Agreement is illegal or unenforceable, then that provision is deemed to be restated to reflect as nearly as possible the original intentions of the parties in a manner that complies with applicable law and the remainder of this Agreement will remain in full force and effect.
    7. This Agreement constitutes the entire agreement between Licensee and Service Provider regarding the subject matter hereof and thereof, and supersedes all oral or written prior agreements, representations, proposals, discussions and communications regarding the subject matter hereof and thereof.
    8. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered personally, then upon delivery; (ii) if delivered via internationally recognized overnight courier, then the next business day after deposit with such overnight courier; or (iii) if sent by United States certified mail, return receipt requested, postage prepaid, then five (5) business days after mailing. LICENSEE ACKNOWLEDGES THAT SERVICE PROVIDER MAY MODIFY THIS AGREEMENT AT ANY TIME BY POSTING SUCH MODIFIED VERSION ON ITS WEBSITE OR BY PROMPTING LICENSEE TO AGREE THERETO. LICENSEE’S CONTINUED USE OF THE SERVICES OR AGREEMENT TO SUCH MODIFIED TERMS SHALL CONSTITUTE ITS ACCEPTANCE THEREOF.
  12. Third Party Terms. To the extent the Services include any third-party data ("Third Party Data"), the third-party provider of such Third Party Data (the "Data Provider") retains 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 Third Party Data and Licensee is not granted any proprietary interest therein or thereto. Thomson Reuters (Markets) LLC and its affiliates (collectively, "TR") are one such Data Provider and its Third Party Data (the "TR Data") may be available to Licensee through the Services. All such Third Party Data constitute confidential and trade secrets of the Data Provider that provided such Third Party Data or its own third-party providers. The display, performance, reproduction, distribution of, or creation of derivative works or improvements to the Third Party Data in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder or otherwise with the prior written permission of TR or the applicable Data Provider. Licensee may use the Services for internal purposes only. Licensee may copy, paste and distribute internally only an insubstantial amount of the data contained in the Services provided that: (i) the distribution is incidental to or supports Licensee’s business purpose, (ii) the data is not distributed by Licensee in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (iii) where practicable, clearly identifies the source of such data (i.e., Service Provider, the Data Provider, or either of their third party providers). Data will be considered an "insubstantial amount" if such amount (a) has no independent commercial value, (b) could not be used by the recipient as a substitute for any product or service (including any download service) provided by the applicable Data Provider or a substantial part of it. To the extent that the Services contain any TR Data referred to in the General Restrictions/Notices page set forth on https://www.refinitiv.com/en/policies/third-party-provider-terms, the terms set forth on such General Restrictions/Notices page shall apply to Licensee. Licensee acknowledges that access to certain elements of the Services may cease or may be made subject to certain conditions by TR or upon the instructions of the third party provider of those elements. Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and Licensee shall cease to use the Services and delete or destroy all copies thereof in its possession or control. NEITHER TR, SERVICE PROVIDER, ANY DATA PROVIDER, NOR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE SERVICES 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 SERVICES. RELIANCE THEREON IS AT LICENSEE’S SOLE RISK. NEITHER TR, SERVICE PROVIDER, ANY DATA PROVIDER, NOR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO LICENSEE OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE SERVICES, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE SERVICES. THE SERVICES ARE 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. IN NO EVENT WILL TR, SERVICE PROVIDER, ANY DATA PROVIDER, OR ANY OF THEIR RESPECTIVE 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 THE SERVICES EVEN IF THAT PARTY OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, IF LICENSEE PURCHASED ACCESS TO THE SERVICES THROUGH ANY RESELLER, DISTRIBUTOR, OR ANY OTHER THIRD PARTY (COLLECTIVELY, A "DISTRIBUTOR"), NEITHER TR, SERVICE PROVIDER, ANY DATA PROVIDER, OR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS SHALL BE LIABLE IN ANY MANNER FOR THAT DISTRIBUTOR’S PRODUCTS OR SERVICES.
  13. Claims of Copyright Infringement. If Licensee believe that the Services or any content provided through the Services (i) copies its work in a way that constitutes copyright infringement, or (ii) infringes, misappropriates, or violates Licensee’s intellectual property rights, please provide Service Provider with the following information:
    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that Licensee claims has been infringed;
    3. a description of where the material that Licensee claims is infringing is located on the Service;
    4. Licensee’s address, telephone number, and email address;
    5. a statement by Licensee that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    6. a statement by Licensee, made under penalty of perjury, that the above information in Licensee’s notice is accurate and that Licensee is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Service Provider will quickly respond to claims of copyright or other intellectual property infringement if Licensee notifies Service Provider of those claims by sending its notice to:

By email: VMSupport@CitadelSecurities.com

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