Third-Party Content Additional Terms

These terms were last updated on March 24, 2020.

ResoluteAI provides access to various public and private data sets products (“Third-Party Content”) through its online platform (“Platform”) made available through various public and private sources (each, a “Third-Party Provider”). In addition to the rights and restrictions set forth in the Platform’s Terms of Use or in agreement(s) that you (“Subscriber”) have entered into (each, an “Order”, “Order Form” or “Agreement”) with Resolute Innovation, Inc. or its affiliates ("ResoluteAI"), Subscriber’s use of Third-Party Content accessible via the Platform is subject to these additional terms and the terms below specific to the applicable Third-Party Content, each as may be modified from time to time.

Subscriber agrees to comply with all applicable Third-Party Provider terms for Third-Party Content accessed via the Platform unless otherwise permitted pursuant to a separate written agreement between Subscriber and the Third-Party Provider. Additional terms to those provided herein may be supplied to Subscriber within the Platform or directly by the Third-Party Provider. Subscriber agrees to comply with any terms and conditions governing the use of any third-party website or content when accessing a third-party website through the Platform. Third-party websites and content are not provided by ResoluteAI and may not be provided by the Third-Party Providers, and ResoluteAI disclaims any warranties for such websites and content on behalf of itself and the Third-Party Providers. Subscriber may be required to pay for access to content found on third-party websites or if access is provided in the Platform based on Subscriber’s payment of applicable fees to Third-Party Providers. Third-Party Content accessible via a third-party website on the Platform may be subject to access fees that Subscriber must pay directly to such Third-Party Provider.

Unless otherwise permitted under an applicable Order with ResoluteAI or as permitted herein in regard to the applicable Third-Party Content, or pursuant to a separate written agreement between Subscriber and the Third-Party Provider, Subscriber must not (a) use or disclose the Third-Party Content beyond the license provided in the applicable agreement, (b) download more than a reasonable amount of Third-Party Content, or perform systematic or substantive machine extraction of the Third-Party Content, (c) create a product or service which competes with ResoluteAI or any Third-Party Provider or could be used as a substitute for any portion of the Third-Party Content, or (d) use the Third-Party Content in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way.

While ResoluteAI endeavors to utilize reputable sources of Third-Party Content, ResoluteAI is ultimately not responsible for the accuracy, timeliness or completeness of Third-Party Content. Third-Party Content is made available to Subscriber on an "as is" and "as available" basis, without any representations, warranties or guarantees, including any warranties of accuracy, completeness, or timeliness or non-infringement of intellectual property rights.

Except where Subscriber has entered into a relevant written agreement directly with a Third-Party Provider, Subscriber has no contract with any Third-Party Provider in respect of the supply or use of any Third-Party Content.  Third-Party Providers do not owe Subscriber any duty of care nor accept any responsibility with respect to Third-Party Content. If an implied contract or duty should be held to exist, ResoluteAI, as agent for each Third-Party Provider and solely for the purpose of the following exclusion, disclaims all liability of each Third-Party Provider for any of Subscriber’s losses which may arise under that implied contract or duty.

Subscriber acknowledges that Third-Party Content does not constitute a recommendation of any kind and is provided for informational purposes only. Subscriber expressly agrees that its use of Third-Party Content is at Subscriber’s own risk.

If required by the Third-Party Provider, the Third-Party Provider shall be a third-party beneficiary of the Order in regard to the applicable Third-Party Content and ResoluteAI may assign its rights to the Third-Party Provider to seek equitable relief to enforce the Order in regard such Third-Party Content.

If ResoluteAI is required to remove Third-Party Content, or if certain Third-Party Content may violate applicable law or third party rights, ResoluteAI may remove such Third-Party Content without notifying Subscriber in advance. In addition to the termination provisions contained in the Order, Subscriber’s rights to the Third Party Data may be terminated by ResoluteAI if Subscriber is in material breach of its obligations imposed pursuant to the Third-Party Content Additional Terms. 

Crunchbase 

Effective date: 12/17/2019

All data and other documentation and materials (collectively, the “Crunchbase Materials”) provided by Crunchbase, Inc. (“Crunchbase”) are further limited by these Terms.  “Licensee” below refers to Subscriber.

1. Licensee may not download or further distribute the Crunchbase Data.
2. Crunchbase shall not be liable for any (i) modifications to Crunchbase Materials other than by Crunchbase, (ii) combination of Crunchbase Materials with any other data, information, or other materials, or (iii) use of Crunchbase Materials in any manner not expressly permitted by Crunchbase hereunder.
3. Licensee may not (and will not permit or assist any third party to) (i) sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, publish, distribute, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law) any part of the Crunchbase Materials, (ii) otherwise use the Crunchbase Materials on behalf of any third party or (iii) use the Crunchbase Materials in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Crunchbase or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.
4. Proprietary Rights. As between Crunchbase and Licensee, the Crunchbase Materials and all intellectual property rights in and to the Crunchbase Materials are and shall at all times remain the sole and exclusive property of Crunchbase and are protected by applicable intellectual property laws and treaties. Except for the licenses expressly granted hereunder, Crunchbase reserves all right, title and interest that it may have in the Crunchbase Materials.
5. Licensee Responsibility. Licensee agrees that Crunchbase shall have no liability whatsoever for (i) any use Licensee makes of the Crunchbase Materials or (ii) Licensee’s products or services that interact with or otherwise use any part of the Crunchbase Materials. Licensee shall indemnify and hold harmless Crunchbase from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii) above or for any breach of this Agreement and/or unauthorized use or disclosure of Crunchbase confidential information.
6. Warranty Disclaimer. The parties acknowledge that the Crunchbase Materials and any services are provided “AS IS.” CRUNCHBASE AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE CRUNCHBASE MATERIALS OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Government Use. If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Crunchbase Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Crunchbase Materials is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Crunchbase Materials by the Government shall be governed solely by the terms of this Agreement.
8. Export Controls. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of any part of the Crunchbase Materials in violation of any such restrictions, laws or regulations. By downloading or using the Crunchbase Materials, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

FinTech Studios

1. Disclaimer of Warranties; Limitation of Liability. Subscriber (also “You” and “Your”) agrees as follows:

   ALL SERVICES, DATA, ANALYTICS OR OTHER PRODUCTS FROM FINTECH STUDIOS, INC. (“MATERIALS”) PROVIDED TO YOU UNDER THE AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. THE THIRD PARTY PROVIDERS OF THE MATERIALS, AND ANY OTHER THIRD PARTY DIRECTLY OR INDIRECTLY INVOLVED IN OR RELATED TO MAKING OR COMPILING ANY MATERIALS (EACH A “COVERED THIRD PARTY”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND THE COVERED THIRD PARTIES EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES.

   IN NO EVENT SHALL ANY COVERED THIRD PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE MATERIALS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ANY COVERED THIRD PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

2. Ownership. The Party and/or its affiliates and/or its or their third party providers are the sole and exclusive owner of the Materials, and all intellectual property rights in or to the Materials. 
3. Termination. Upon termination of Your license to the Materials, You will promptly cease all use of the Materials except to the extent such Materials are incorporated into reports generated prior to termination, and except as required to comply with law, regulation, internal audit, record retention policies and archival processes.