Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). i. Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by Data Suppliers or their affiliates regarding Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data. ii. In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Client, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s receipt of its data. iii. The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process. iv. Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. v. Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. vi. No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client. vii. The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement. viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 5 contracts
Samples: Services Agreement (John Hancock Variable Insurance Trust), Services Agreement (John Hancock Funds II), Services Agreement (John Hancock Bond Trust)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. 5.7.9 If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 4 contracts
Samples: Services Agreement (ETF Opportunities Trust), Services Agreement (ETF Opportunities Trust), Services Agreement (Timothy Plan)
Service Data. Service Provider may provide Client with pricing and other data (“"Service Data”") licensed from third party suppliers, including various exchanges (collectively, “"Data Suppliers”").
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s 's use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s 's receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier's Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s 's use of their data (including Data Supplier policies (the “"Data Supplier Policies”")) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s 's receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client's rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 2 contracts
Samples: Services Agreement (Allianz Variable Insurance Products Trust), Services Agreement (Allianz Variable Insurance Products Fund of Funds Trust)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 2 contracts
Samples: Service Agreement (Allianz Variable Insurance Products Trust), Service Agreement (Allianz Variable Insurance Products Fund of Funds Trust)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally internally, including reports to the Client’s board of trustees (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by Data Suppliers or their affiliates regarding Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this AgreementSection 5.7.1; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii5.7.2 If Client engages an unaffiliated subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such unaffiliated subadvisor; provided, however, that Client must enter into a written agreement with unaffiliated subadvisor which requires the unaffiliated subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. Client may distribute the Data Supplier’s Service Data to affiliated subadvisors engaged to help manage its funds to the extent necessary and for use in relation to the management of the funds.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of terms or limitations as communicated by the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Client, from time to timeService Provider. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control ProcessData on mutually agreed terms.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 2 contracts
Samples: Services Agreement (Dimensional ETF Trust), Services Agreement (Dimensional ETF Trust)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally internally, including for providing reports to the Clients board of trustees (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses Offering Documents and marketing materials, and (c) in order to fulfil fulfill a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify specify, by providing the Client with advance written notice, other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Data Supplier Policies, with prior notice to Clientwithout notice, from time to time; provided that the Client shall not be responsible for compliance with such amended Data Supplier Policies until it has received written notice of such policies and had a reasonable amount of time to act on such amendments. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement mutually agreed upon alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and, subject to Service Provider’s requirement to use reasonable care in the selection and continued appointment of Agents, neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 1 contract
Service Data. Service Provider may provide Client with pricing and other data (“"Service Data”") licensed from third party suppliers, including various exchanges (collectively, “"Data Suppliers”).
i. 5.7.1. Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and investments
5.7.2. If Client engages a subadvisor to help manage certain of its prospective clientsfunds, (b) in prospectuses and marketing materialsthen, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution upon consent of Service Data beyond that in clause (i) is permitted; (iii) Provider, such Client will reasonably cooperate with any audit by Data Suppliers or their affiliates regarding Client’s use of data sourced from Data Suppliers; (iv) may distribute the Data Suppliers and their affiliates shall be third-party beneficiaries Supplier's Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the dataclause 5.7.1 above.
ii5.7.3. In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s 's use of their data (including Data Supplier policies ({the “"Data Supplier Policies”")) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s 's receipt of its data for any or no reason with prior written or without notice; and ({y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii5.7.4. The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client's rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv5.7.5. Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6. Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi5.7.7. No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii5.7.8. The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii5.7.9. If if Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 1 contract
Samples: Services Agreement (Weitz Funds)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally by the Client and its Affiliates (except, that Client and its Affiliates may include a limited amount of Service Data (a) in fund Fund performance reports sent to its clients a Fund’s Shareholders relating to their a Fund’s actual investments and to its a Fund’s prospective clientsShareholders, (b) in prospectuses Offering Documents and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 Client Distribution of Data to an Unaffiliated Subadvisor: If Client engages a subadvisor (that is not an Affiliate of the Client) to help manage certain of the Funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree: that (a) Subadvisor will only use the Service Data solely to verify the NAV calculation and not for any other purpose; and, (b) agree to the provisions set forth in clauses (ii)-(v) of Section 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. 5.7.9 If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 1 contract
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, which consent shall not be unreasonably withheld, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
Appears in 1 contract
Samples: Services Agreement (Emles Trust)
Service Data. Service Provider may provide Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”).
i. 5.7.1 Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (b) in prospectuses registration statements and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Client will reasonably cooperate with any audit by permit Data Suppliers or and their affiliates regarding reasonable access to audit Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Client relating to Client’s receipt or use of the data.
ii. 5.7.2 If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.
5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Client shall shall, within a reasonable period of time following receipt, comply with such Policies provided Client has received written notice of the Data Supplier Policies. A Data Supplier may amend the Policies, with prior notice to Clientwithout notice, from time to timetime but Client shall not be required to comply until after a reasonable time following receipt of such amended Policies. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client’s receipt of its data for any or no reason with prior written or without notice; and (y) require Client to enter into an agreement with it directly as a condition of Client’s your receipt of its data.
iii. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or allowing Client of the Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties Service Provider shall work cooperatively and in good faith use reasonable efforts to implement alternative sources for Service Data, subject to the Change Control Process. The Client shall cooperate in good faith to permit Service Provider to replace the adversely affected Services.
iv. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.
v. 5.7.6 Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.
vi. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.
vii. 5.7.8 The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
viii. If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
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Samples: Sub Administration Services Agreement (Cavanal Hill Funds)