License Agreement
License Agreement for Touchstone Insights LLC
This Agreement ("License") is entered into between Touchstone Insights LLC ("Company" or "Licensor" or "We") and the User ("Licensee" or "You"), for access and use of Touchstone Insights LLC's Product(s): Normalized Business Development Company Consolidated Schedules of Investments ("BDC CleanSheet" or the "Product").
This Agreement outlines the terms and conditions under which You are permitted to access and use the Product. Users are obligated to understand and abide by the terms of this Agreement. By accessing, using, or obtaining this Product, You agree to the Company's policies and terms of this License, for as long as You have access to the Product and thereafter.
Definitions
- "Touchstone Insights LLC": Refers to Touchstone Insights LLC, the author and Licensor of the Products and owner of all proprietary rights therein.
- "Product" or "BDC CleanSheets": The proprietary digital product offered by Touchstone Insights LLC, encompassing normalized and structured data for Business Development Company (BDCs) Consolidated Schedules of Investments (CSOIs). The specific format and schema of each individual Product and groups of Products are the exclusive Intellectual Property of Touchstone Insights LLC, protected under copyright law, and governed by the terms of this Agreement and other Company policies.
- "Agreement": Refers to this License Agreement, governing your access and use of the Product and/or Services.
- "User" or "Licensee" or "You": The User that enters into this Agreement with the Company for the access and use of the Company's BDC CleanSheets.
License & Restrictions:
BDC CleanSheets may only be accessed and used according to the terms of this License. A User becomes subject to the terms of this License immediately upon purchase of or access to an BDC CleanSheet.
We grant a limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable License to access and use the Product. This License shall continue only at the Licensor's discretion, and shall be revocable at any time by notice in writing. Thereupon, all rights of Licensee shall cease and terminate. Any rights Licensor may have shall survive any partial or total revocation or termination of this License.
Unauthorized redistribution, reproduction, resale, or creation of derivative works from our data format or BDC CleanSheet schema is strictly prohibited. The Company will enforce its rights to protect its Intellectual Property, and retains the right to investigate and enforce any violations of this Agreement. Suspected violations of this Agreement may result in immediate termination of this license and any other or future licenses, legal action for infringement, and financial penalties and damages as allowed under copyright law.
Data Use & Sharing
Consistent with the terms of this Agreement, this License is for You to use or access the Product, only for Your internal Business Uses and purposes, designated as appropriate by the Company – that is, BDC CleanSheets are only for use by a Licensee for business purposes to analyze financial assets and Business Development Companies.
BDC CleanSheets may only be accessed and used by the User in this Agreement; however, BDC CleanSheets may be limitedly shared within the User's "internal company.” For purposes of this License, such third-parties to this Agreement must be within Your "internal company," as well as have the same root domain business email address that You utilized for registration and access to the Product/Service. In addition, all third-parties within Your "internal company" that You share the licensed BDC CleanSheet with, must be working directly with You, and ultimately for the same "Business Use" as You. This License does not permit sharing to third-parties beyond Your internal company, such as parties from one’s parent companies, subsidiaries, affiliates, or related entities, that have a different root domain business email address. Unless explicitly authorized in writing by the Licensor in advance; such parties must purchase the Product themselves in order to be a Licensee.
Personal emails may NOT be used to register for or access the Product and Services (e.g. user@gmail.com, user@icloud.com, etc.). You may download, print, and make your own copies of the Product, in part or in whole, but You cannot reprint, republish, or redistribute them beyond Your "internal company." You may not use the Product for Personal or non-Business Uses.
EXAMPLE 1:
Analyst A registered an account with Touchstone Insights LLC using AAA@yourorganization.com. Analyst A purchases a BDC CleanSheet and downloads it for their analysis. Analyst A emails the BDC CleanSheet to Analyst B at BBB@yourorganization.com. A and B are on the same team and have a regular working relationship to conduct the same analysis. This sharing is an appropriate use.
EXAMPLE 2:
Analyst A purchases a BDC CleanSheet and prints it for their use. After reviewing the documents, Analyst A shares the copy with Analyst C, who works at a different company. This sharing is an inappropriate use.
EXAMPLE 3:
Analyst A purchases a BDC CleanSheet and prints it for their use. After reviewing the documents, Analyst A shares the copy with Analyst C, who works at the same company but has an email address with a different root domain. This sharing is an inappropriate use.
Our protected Intellectual Property includes, but is not limited to: all BDC CleanSheets, copyrighted Products, trademarks, trade dress (including the look and feel of any of the Company’s Products and Services and their related communications and materials), and other unique source identifiers.
You may not publicly perform, display, publish, make derivatives of, or financially exploit our Intellectual Property in any manner whatsoever. You may not re-sell or trade Your access to the Product. You may not distribute, reproduce, modify, or claim ownership of, any of our Intellectual Property as your own. You may not use the Product in an unlawful way or for any unlawful purpose.
To request a different use from those granted and expressly permitted in this License, or to seek clarification of permitted and prohibited uses, contact support@touchstoneinsights.com. Please allow at least 5 business days for a response.
Commercial Terms & User Responsibilities
It is the sole responsibility of Users to maintain current and accurate account information, in order to be notified of important changes to the Product or this Agreement, and to be in compliance with these terms.
Compliance: Users, as the Licensee, are ultimately responsible for ensuring that they, as well as any third-party within Your "internal company" who has access to the Product, are within strict compliance with the terms and scope of this License. Users will be held responsible for any related violation of this Agreement stemming from this License.
Error Reporting and Correction: Please report any material errors in BDC CleanSheets to support@touchstoneinsights.com. Verified errors will be corrected and an updated version will be provided to You at no additional cost. Please allow at least 5 business days for a response.
Indemnification: The User agrees to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by the Company in connection with any claim arising out of or resulting from (i) any breach of this Agreement by the User or their affiliates, or (ii) the accuracy of the representation, warranty, or covenants made by the Company in this Agreement.
Miscellaneous
Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the parties.
Severability: If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise be rendered unenforceable, the remainder of this Agreement shall not be affected thereby.
Governing Law & Exclusive Jurisdiction: This Agreement shall be construed under the laws in effect and governed by the courts in the State of Delaware, United States of America, without giving effect to any conflicts of laws provision thereof or other jurisdiction that would produce a contrary result.