PRINCIPIA ANALYTIC SERVICE TERMS OF USE
Updated: September 10, 2020
AGREEMENT BETWEEN USER AND PRINCIPIA PARTNERS LLC
Principia Partners LLC (“Principia”) provides, through use of its website, www.pasVal.com and link(s) that are restricted to Authorized Users (collectively, the “Site”), access to various components of the Principia Analytic Service, including pasVal, (the “Service”).
This Site and Service are owned and operated by Principia and are being provided to individual users of this Site and/or companies or corporations that subscribe to the Service (each referred to as “You”) under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Principia (collectively, the “Terms of Use”). The term "Site" as used throughout these Terms of Use includes areas of the Site related to the Service that shall be accessed by Authorized Users of the Service. Subscription Orders to the Service are incorporated into these Terms of Use by reference.
BY CONTINUING TO ACCESS OR USE THIS WEBSITE, AND/OR BY SUBMITTING A SUBSCRIPTION ORDER TO PRINCIPIA, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS LEGAL STATEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE USER OF THE SITE AND ANY AUTHORIZED USERS AUTHORIZED UNDER A SUBSCRIPTION ORDER SUBMITTED BY YOU TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS AS SET FORTH IN THESE TERMS OF USE OR IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THIS SITE.
PERMITTED USE
Subject to these Terms of Use, Principia hereby grants you a nonexclusive, nontransferable right to (i) access the unrestricted, publicly accessible areas of the Site; (ii) access the information, text, graphics, images, sound files, video files and any other material made available through unrestricted, publicly accessible areas of the Site (the “Content”), and (iii) download, print and use one copy of the Content for your personal or internal use only, provided you also retain all copyright and other proprietary and confidentiality notices contained on the materials.
Subject to these Terms of Use and to the terms of the relevant Subscription Order, including but not limited to payment of any fees due or payable to Principia, Principia hereby grants to Authorized Users of the Service a nonexclusive, nontransferable right to (i) access the areas of the Site related to the Service in an authorized manner using accounts and passwords provided by Principia; (ii) access the information, reports, analysis, text, graphics, images, sound files, video files and any other material made available through the Service (the “Service Content”) solely for your personal or internal business use and (iii) download, print and use one copy of the Service Content for personal or internal use only, provided you also retain all copyright and other proprietary and confidentiality notices contained on the materials.
Unauthorized access to the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of the Terms of Use and is a violation of law. You will protect the Content and Service Content from unauthorized copying or use. Modifications of, additions to, or deletions from the Content and Service Content are strictly prohibited. Except as specifically permitted in these Terms of Use, you shall not, directly or indirectly, (i) transfer, sell, resell, sublicense, provide unauthorized access, rent or lease the Service, the Content or the Service Content; (ii) circumvent any website authentication procedures, data encryption, or gain access to more materials or data than was licensed or use the Site or the Service in any manner which violates this Agreement or any applicable laws; (iii) reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site (except as local law may permit without violation of local copyright law); or (iv) copy (except as provided herein), reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate, or otherwise modify the Content or the Service Content or permit any third party to engage in any of the acts proscribed in clauses (i) through (iv). You agree not to remove or alter any printed or on-screen copyright, trademark, trade secret or other legal notices contained on or in the Content or the Service Content. Reproduction of the Content in any form or by any means, including but not limited to information storage and retrieval systems, recordings and re-transmittals, use in any timesharing, service bureau, bulletin board or similar arrangement or public display without Principia’s written permission is forbidden. Upon request, you will provide Principia with evidence of compliance with this section. Any special rules for the use of certain software and other Content or Service Content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use or a Subscription Order by reference.
SITE CONTENT
The Content and Service Content of the Site includes confidential and proprietary information and materials that are protected by copyright and other United States and foreign intellectual property and related laws. The Content and Service Content includes both material owned or controlled by Principia and material owned or controlled by third parties and licensed to Principia. All present and future rights in and to trade secrets, trademarks, service marks, copyrights and other proprietary rights under the laws of any domestic or foreign government authority (the "Intellectual Property Rights") related to the Content and Service Content, as between you and Principia shall at all times be and remain the sole and exclusive property of Principia and you expressly agree that all such Service Content, even if created by Principia in accordance with a Subscription Order shall not be considered a work for hire. Title to all Content that is owned or controlled by third parties and licensed to Principia, remains with the third party. Any use of the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate intellectual property laws. All rights not expressly granted herein are reserved by Principia.
TRADEMARKS
You may not use the trademarks displayed on the Site. All trademarks on this Site, including, without limitation, those trademarks that are owned or controlled by Principia, are and shall remain the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the prior written permission of Principia or such third party that may own the trademarks displayed on this Site.
LINKS TO THIRD PARTY SITES
The Site may provide links to other websites or resources. Principia is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Principia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources. Principia provides these links and references to you only as a convenience, and inclusion of any link or reference does not imply endorsement of the website or other resource.
SUBSCRIPTION ORDERS AND AUTHORIZED USERS
You may subscribe to the Service by entering into an order agreement with Principia (the “Subscription Order”). Subscription Orders, authorized and signed by you and Principia, will specify one or more individuals as named on the Subscription Order or otherwise specified in writing (the "Authorized Users") to be authorized to use the Service through the restricted area(s) of the Site. The scope and term of the subscription and taxes, fees and other payments for the Service will be specified on the Subscription Order. Authorized Users will be provided with an account and password by Principia and are responsible for maintaining the confidentiality of their login credentials, which may not be used by anyone other than the named individual.
PRIVACY AND CLIENT DATA
All information gathered from Users, including Authorized Users, including client data, will be treated in accordance with Principia’s Privacy Policy. Use of the Site is subject to the terms of the Privacy Policy.
COPYRIGHT INFRINGEMENT/DMCA
Principia does not permit copyright infringing activities and other infringement of Intellectual Property Rights on its Site, and Principia will remove all Content if properly notified that such Content infringes on another's Intellectual Property Rights. If you are a copyright owner or an agent thereof and believe that any Content in any Public Area of the Site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please contact Principia’s designated Copyright Agent at dmca@pasVal.com to send notifications of claimed infringement. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Principia’s customer service through the Contact Us section of the Site. You hereby acknowledge and agree that if you fail to comply with all of the requirements listed above, your DMCA notice may not be valid.
NO WARRANTIES
THE USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. PRINCIPIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, COMPLETENESS OR TIMELINESS AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. PRINCIPIA MAKES NO WARRANTY THAT THE SITE WILL MEET THE USER’S REQUIREMENTS OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED, NOR DOES PRINCIPIA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, INACCURACIES OR ERRORS IN OR OMISSIONS FROM QUOTES AND FINANCIAL DATA.
ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT THE USER’S OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM PRINCIPIA OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATIONS OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, NONE OF PRINCIPIA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE SHALL NOT BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE USE OR THE INABILITY TO USE THE SITE, UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF THE USER’S DATA, OR FAILURE OF THE SITE TO STORE THE USER’S DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF PRINCIPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN EACH CASE, THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE A CONDITION OF THE OTHER PARTY ENTERING INTO THESE TERMS OF USE AND PROVIDING ACCESS TO THE SITE AND THE SERVICE, AND ARE REFLECTED IN THE FEES OR OTHER COMPENSATION BEING CHARGED FOR ACCESS TO AND USE OF THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
DISCLAIMER
You should not construe any of the material contained in this Site or provided as part of this Service as business, financial, investment, hedging, trading, legal, regulatory, tax or accounting advice and you should not make this Site or the Service the primary basis for any trading decisions. Under no circumstances should Principia be considered your advisor or fiduciary and, if you require advice with respect to any investment or financial transactions, you should consult your own business, financial, accounting or legal advisors.
INDEMNIFICATION
You shall defend, indemnify and hold harmless Principia, its suppliers, licensors, providers, officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs or expenses (including reasonable attorney’s fees), arising out of or in any way related to your access to, or use of, the Site, the Content, the Service Content or the Service, or your breach of any provision of these Terms of Use or any applicable Subscription Order. Principia reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you or your employer under this section. You will cooperate as fully as reasonably required in the defense of any such claim.
ENFORCEABILITY (ARBITRATION)
Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration in New York City in accordance with the laws of the State of New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. These Terms of Use shall confer no rights upon any other party other than the parties hereto. The invalidity or unenforceability of any one or more sections of these Terms of Use shall not affect the validity or enforceability of its remaining provisions.
CHANGES IN TERMS AND CONDITIONS
This Site and the Content, information and material which it contains are subject to change at any time by Principia without notice and Principia reserves the right to suspend, terminate or restrict your access to or use of this website. Principia further reserves the right, at any time and without notice, to add to, change, update or modify these Terms of Use by posting a revised Terms of Use to the Site, and it is your responsibility to be aware of any changes. Any such change, update or modification will be effective within five (5) days of posting, so be sure to check back periodically. Your continued use of the Site after the posting and effectiveness of the modified Terms of Use constitutes your agreement to abide and be bound by such terms, as modification. Should we change our Terms of Use in any material respect, as determined solely by Principia, Principia will notify you by placing a notification on the homepage of the Site. If you object to any modification, your sole recourse is to cease use of the Site.
You acknowledge that you have read and understand these Terms of Use, and that these Terms of Use have the same force and effect as a signed agreement.
