Terms of Use

Subject to these Terms of Use ("Agreement"), Avantis Analytics Inc. (“Avantis”) (as defined hereunder) makes available certain online services, collectively referred to as "Avantis Service", on various websites to Authorized Users ("you" or "your") by virtue of your accessing Avantis Service. Avantis Service delivers information, data, news, reports, analysis, commentary, research, tools, programs, video, audio, other content, and Services ("Content").

For the purposes of this Agreement, "Avantis" shall mean Avantis Analytics Inc., its Affiliates (any company or website that provides access to Avantis Service), and Other Parties (Partners; Content Providers; Licensors; and Service Providers).

Subscriber” shall mean either (A) the entity that entered into an Order Form with Avantis and made you an Authorized User under that agreement, or (B) you, if you are not accessing Avantis Service on behalf of an entity that made you an Authorized User under their agreement with Avantis. If you are an Authorized User and the Order Form under which you are an Authorized User provides for additional or different rights for your use, those terms providing for additional rights will prevail over the terms of this Agreement.

An “Authorized User” is an employee of Subscriber who is a natural person, who works within the organization listed on the Order Form, and who is designated by Subscriber as a user under this Agreement. All Authorized Users must: (A) complete Avantis Service registration process using a unique Avantis Service username and password or SSO; (B) only access Avantis Service using SSO or an email address at the Subscriber’s Internet domain; (C) only use Avantis Service on behalf of Subscriber.

Order Form” shall mean a duly executed order form or subscription agreement relating to the provisioning of Avantis Service and Content to Subscribers and Authorized Users.

"Content Providers" refers to third parties who provide Content by or through Avantis Service.

Effective Date” shall mean the Agreement is effective upon your use of Avantis Service.

1. Users

1.1 Requirements for Use

Avantis Service and Content may only be accessed through valid login credentials issued to you by Avantis. You must register for a single user account using a unique username and password or SSO and complete the registration process by entering your general contact information in Avantis Service including current, complete, and accurate information as prompted. By using Avantis Service you agree that you have read, understood, and consented to the terms of the Avantis Privacy Policy (“Privacy Policy”), which is available for your review at https://www.avantisai.com/privacy. Avantis may amend the Privacy Policy at any time without notice.

1.2 Responsibility for Use

Your account username and password are solely for your individual use to access Avantis Service and you may not permit anyone else to use them or your account. You are responsible for all use of Avantis Service and Content accessed through your account (including any illicit use of your username or password) and for preventing such unauthorized use.

1.3. Reporting Unauthorized Use or Access

If you believe there has been unauthorized access or use of Avantis Service or any Content through your account credentials, you must notify Avantis immediately by emailing our Vulnerability Detection Program at vdp@avantisai.com.

1.4. Cookies

Use of Avantis Service requires that you accept all cookies to activate special website features and security mechanisms, and to enhance the performance of Avantis Service. While your browser may allow you to "reject" cookies, Avantis Service may require that you accept all cookies for its features and security mechanisms to function fully. Avantis uses "cookies" on its websites to service the account and keep activities secure. A "cookie" is an electronic note created by a website and stored on your computer.

2. Allowed Usage

2.1. Use for Internal Business Operations

Avantis Service and Content may only be used for the purposes of Subscriber’s internal business operations. An Authorized User may view, download, and manipulate the Content for Subscriber’s internal business operations.

2.2. Use of Content in Presentations and Reports

Authorized Users may incorporate data from the Content into presentations and reports (Subscriber’s “Work Product”) so long as (A) the quantity of data incorporated from the Content into the Work Product has no independent commercial value and is not separately marketable by Avantis; (B) the Work Product is not issued on behalf of a third party; (C) the Work Product is not published to more than 500 individuals without the prior written consent of Avantis, which consent will not be unreasonably withheld; and (D) the incorporated Content contains the following source attribution: Source: Avantis Analytics Inc. or where attribution to its Content Providers has been provided by Avantis in Avantis Service. Avantis retains sole ownership over any Content incorporated into the Work Product. If Avantis assists Subscriber in the creation of Work Product, Subscriber may be charged additional fees as agreed to in writing by Avantis and Subscriber in a separate Order Form.

2.3 Printing & Downloading

An Authorized User may print or download and store Content, however, subscriber may not use such printing and downloading to compile more than an insubstantial portion of the Avantis database.

3. Prohibited Usage

3.1. No Uses Competitive with Avantis

Subscriber agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data that is substantially similar to Content marketed and licensed by Avantis as of the Effective Date. The Content may not be used for any competitive analysis of how Avantis’ products and services compare to a Competitive Product being offered or developed by Subscriber.

3.2. Limitation on Distribution

Except as explicitly allowed under Section 2 or the terms of an Order Form, Subscriber may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of Avantis Service to anyone.

3.3. No Technological Attacks or Scraping

Subscriber may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content or Avantis Service. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of Avantis Service. Further, Subscriber will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program.

3.4. Unauthorized Access

Subscriber may not, through hacking, password mining, or any other mean, violate the security of Avantis Service or attempt to gain unauthorized access. Authorized Users may not share their password or other login credentials to Avantis Service.

3.5. No Violations of Third-Party Intellectual Property

Subscriber may not use Avantis Service in a manner that infringes or violates the intellectual property or proprietary rights of Avantis or any third party, including, without limitation, the rights of privacy and publicity.

3.6. No Use in Third-Party Databases

Subscriber may not input any Content into a customer relationship management application or any other third-party database.

3.7. No Use in Violation of Laws

Subscriber may not use Avantis Service in any manner that is unlawful or that harms Avantis. Additionally, Subscriber may not use Avantis Service in any way that is fraudulent, false, or deceptive.

3.8. Avantis Intellectual Property Marks

Subscriber must not remove or obscure the copyright, trademark, service mark, or other notices contained in Avantis Service or Content, regardless of whether such notices relate to rights possessed by Avantis. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of Avantis without prior written consent.

3.9. Professional Conduct

Subscriber must treat Avantis employees with a reasonable level of cordiality and professionalism.

4. Rights

4.1. Reservation of Rights

Except as detailed below in this Section 4, all rights including all copyrights and other intellectual property rights in Avantis Service belong to Avantis. Unless expressly provided otherwise, nothing in this Agreement is to be construed to grant Subscriber any license or right to Avantis Service or Content.

4.2. Derivations of Content

Avantis does not claim an ownership interest in derivations of Content that an Authorized User creates through authorized use of Avantis Service if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled, or decompiled by someone reasonably knowledgeable of financial services or reasonably skilled in financial services software applications.

4.3. Subscriber Data

Avantis does not claim an ownership interest in any data or content not originally sourced from Avantis, its affiliates, or any of their suppliers, that is separately uploaded by Subscriber or its Authorized Users onto Avantis Service (“Subscriber Data”). Subscriber grants Avantis a license to display Subscriber Data to Subscriber’s Authorized Users as needed to provide the Services.

5. Representations and Warranties

5.1. Subscriber’s Representations and Warranties

Subscriber represents and warrants to Avantis that Subscriber has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Subscriber.

5.2. General Disclaimer of Warranties

Avantis Service is provided for your convenience, and use of Avantis Service and any reliance upon any Content, including any action taken by you because of such use or reliance, is at your sole discretion and risk. Neither Avantis nor Content Providers, licensors, employees, distributors or agents is responsible or liable for, or makes any representations or warranties as to: Any representations, promises, recommendations or inducements that may be made by or through any party (including vendors) found at, on, through or from Avantis Service; the timeliness, accuracy, reliability, completeness, legality, copyright compliance or decency of Avantis Service or any Content; any inaccuracy, omission, error or delay in Avantis Service or any Content; nonperformance of or interruption in Avantis Service or any Content due to: (i) any act or omission by any disseminating party; (ii) any "force majeure" (i.e., flood; riot; labor dispute; accident; action of government; communications, transmissions or power failure; equipment, systems or software malfunctions) or any other cause beyond the control of any disseminating party; or (iii) outages, transmission quality or malfunctions of telephone circuits or computer systems, including, but not limited to, any defects or failures with respect to your software, computer systems or Internet access provider; the quality of Avantis Service or any Content (including the results to be obtained from use of them); or any loss resulting from, arising out of, or related to your access and/or use of or interaction with Avantis Service or the Content.

6. Indemnification

6.1. Subscriber’s Promise to Indemnify

You shall indemnify and hold harmless Avantis and any of the underlying Service Providers, Content Providers, licensors, employees, distributors or agents from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to your access and/or use of, or interaction with Avantis Service or any Content, or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with Avantis Service; or violation of any applicable law.

7. Limitation of Liability

7.1. Limitation of Liability

You agree that Avantis shall not have any liability, contingent or otherwise, for the truth, accuracy, completeness, timeliness, interruptions, omissions, or correct sequencing of the Content on Avantis Service, or for any decision made or action taken by you in reliance upon or interpretation of the Content on Avantis Service. In no event shall Avantis be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with (1) the use of Avantis Service or Content; (2) the delay, interruption or inability to use any aspect of Avantis Service or Content; (3) any Content obtained through Avantis Service; or (4) otherwise arising out of the use of Avantis Service or Content, whether based on contract, tort, strict liability or otherwise, even if Avantis has been advised of the possibility of damages.

8. Securities Matters

8.1. No Offer of Securities

Avantis Service and Content are for informational purposes only. Nothing in the Content constitutes, and nothing in the Content should be construed as: (A) a solicitation or offering of any investment or securities or a recommendation to acquire or dispose of any investment or security; or (B) the provision of any financial, tax, legal, or other advice.

8.2. No Investment Advice

Nothing in Avantis Service or Content will be deemed to constitute: (1) information that specifically addresses any specific individual’s investment objectives, financial situation, or the needs of any specific person who may receive Avantis Service or Content; (2) establishing an advisory relationship; or (3) a transaction in securities for the account of others.

8.3. Independence

None of Avantis’ directors, officers, employees, or agents (A) acts on behalf of any other entity in providing information in the Content, (B) is paid to market securities to investors, (C) participates in negotiations between an entity providing information in the Content and any investor, (D) handles any money or securities in transactions between investors and any entity providing information in the Content, or (E) assists any entity providing information in the Content with the completion of any securities transactions between such entity and an investor.

9. Term

9.1. Term of the Agreement

This Agreement will commence on the Effective Date and will terminate at the end of a trial or if no Order Form is in effect. If a new Order Form is agreed to after the termination of this Agreement, this Agreement will be reinstated unless otherwise agreed.

10. Termination

10.1. Termination for Breach

Notwithstanding any provision in this Agreement, Avantis reserves, in our sole discretion, the right to terminate Avantis Service or cancel any portion of Avantis Service to you at any time if you breach this agreement.

10.2. Effect of Termination

In the event of termination of the subscription(s) subject to the Order Form, in whole or in part, Subscriber shall remove any Content from the terminated subscription(s) (defined herein as "Terminated Subscription”) from its computers, servers, networks and electronic media, with the exception of: (a) content derived from the Terminated Subscription that was substantially amended or incorporated in "Subscriber Materials" prior to termination, which is defined herein as materials created by Subscriber that quotes, customizes or incorporates content from a Terminated Subscription (appropriately cited and credited where applicable), in whole or in part, by whatever means, in documents, memoranda, articles, briefs, reports, other similar documents and work product; and (b) insubstantial portions of content derived from the Terminated Subscription. Termination of a Terminated Subscription will not: (i) relieve you of your obligation to pay Avantis any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 11 and 13 will survive the termination of this Agreement.

11. Billing Terms and Renewals

11.1. Billing Terms

The billing term of this agreement shall begin on the Subscription Start Date and be for a period equal to the Subscription Term as defined in Subscriber’s Order Form. The Subscription Term shall automatically renew for successive 12-month periods unless otherwise terminated in writing by either party, at least 30 days in advance of the end of the then current term.

11.2. Fees Subject to Change

Subscription fees are subject to change on an annual basis by written notice at least 45 days in advance of the renewal date.

11.3. Payment Terms

Payment terms are due upon receipt. Avantis reserves right to charge a late fee of 1.5% of the invoice amount greater than 30 days past due.

12. Technical/Product Support

12.1. Technical/Product Support

If technical assistance is required, you can send us an email at support@avantisai.com or call us at: (289) 803-8222. Our staff will be happy to assist you between the hours of 8:00 AM to 6:00 PM EST, Monday to Friday.

13. General

13.1. Enforceability

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.

13.2. Entire Agreement

This Agreement constitutes the entire agreement between you and Avantis with respect to Avantis Service and Content; and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Avantis with respect to your Avantis Service and Content; provided, however, that any and all other agreements between you and Avantis and its subsidiaries or affiliates, will remain in full force and effect.

13.3. Governed by Laws of Ontario and Canada

This Agreement is governed by the laws of Ontario and the laws of Canada applicable therein, excluding any conflict of laws which would lead to the application of any other laws. By accessing Avantis Service, you hereby irrevocably submit and attorn to the provincial and federal courts located in the City of Toronto, Ontario for any disputes or matters arising from, connected with, or relating to Avantis Service, Content, this Agreement, or any related matters.

13.4. Agreement is Binding

This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors, and assigns.