Morningstar® OfficeSM / Morningstar® Advisor WorkstationSM
Subscription and User Agreement
ANY ACCESS TO, OR USE OF, THE BELOW-DEFINED PRODUCT BY ANY PERSON IS STRICTLY LIMITED TO THOSE INDIVIDUALS WHO MANIFEST THEIR ASSENT TO THE TERMS OF THIS SUBSCRIPTION AND USE AGREEMENT ("AGREEMENT") BY CLICKING THE "AGREE" ICON BELOW. IF YOU DO NOT CONSENT TO BE BOUND BY, OR DO NOT UNDERSTAND AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK "CANCEL". BY CLICKING "AGREE" ICON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.
BY CLICKING THE "AGREE" ICON BELOW, YOU ALSO REPRESENT, WARRANT AND COVENANT THAT: (1) YOU HOLD YOURSELF OUT AS A FINANCIAL/INVESTMENT PROFESSIONAL OR WORK DIRECTLY FOR ONE OR MORE INDIVIDUALS WHO DO SO; (2) YOU WILL NOT HOLD OUT MORNINGSTAR (AS DEFINED BELOW) AS AN "INVESTMENT ADVISER," AS SUCH TERM IS DEFINED IN THE U.S. FEDERAL INVESTMENT ADVISERS ACT OF 1940 (“ADVISERS ACT”) OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED; (3) YOU ASSUME ALL SUITABILITY RESPONSIBILITIES FOR CLIENTS WITH WHOM YOU WORK; (4) YOU WILL LIMIT DISTRIBUTION OF THE PRODUCT (OR ANY PORTION THEREOF) TO THOSE INDIVIDUALS PROVIDED HEREIN.
YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT, IF YOU PROVIDE TO ANY PERSON ANY PRODUCTS OR SERVICES IN CONNECTION WITH YOUR USE OF THE PRODUCT HEREUNDER THAT COULD REASONABLY BE CONSTRUED AS “INVESTMENT ADVICE” UNDER THE TERMS OF THE ADVISERS ACT OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED AND IF YOU ARE NOT OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS THEREIN, YOU WILL ACT AS THE “INVESTMENT ADVISER” TO THAT PERSON AND COMPLY WITH ALL APPLICABLE LAWS AND OBLIGATIONS RELATED TO THAT ROLE.
IF (1) MORNINGSTAR IS A PARTY TO A SEPARATE SUBSCRIPTION FORM OR LICENSE AGREEMENT ("SEPARATE AGREEMENT") WITH ONE OR MORE PARTIES THROUGH WHICH MORNINGSTAR AGREES TO MAKE THE PRODUCT AVAILABLE TO YOU AS AN AUTHORIZED USER OF THAT PARTY AND (2) THAT SEPARATE AGREEMENT PROVIDES YOU WITH USAGE RIGHTS THAT ARE DIFFERENT FROM THOSE SET FORTH HEREIN, THEN, TO THE EXTENT APPLICABLE, THE TERMS OF THE SEPARATE AGREEMENT WILL CONTROL WITH RESPECT TO THOSE DIFFERENT USAGE RIGHTS (BUT ONLY AS IT APPLIES TO YOU AND ONLY TO THE EXTENT THAT THE TERMS OF THE SEPARATE AGREEMENT AND THIS AGREEMENT ACTUALLY CONFLICT).
1. The Product Licensed
The term "Product" shall mean the computer programs, Internet web pages, data, analyses, screens, manuals and other information of any kind that are housed on, and accessible by the User through, a web site hosted by Morningstar Advisor Web Site”) and linked to the Web site of the below-defined Subscriber (“Subscriber Web Site”), as well as all updates, enhancements and modifications thereto, and all intellectual property contained in the Advisor Web Site. Without limiting the generality of the foregoing, the Product shall include: (i) a database of data and analyses (including, without limitation, those specified in Sections 27.4 and 27.5), and updates thereto, accessible via the Advisor Web Site by means of a subscription paid for by the Subscriber and/or otherwise made available to Users through a non-revenue user license (the "Database"); (ii) the format and organization of information entered by a User of the Product (such information, “Input Format”), and the integration of such Input Format with the Database; (iii) the HTML code, Java code, text, help screens, CGI scripts, other computer programs and associated documentation that provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Database and the Input Format (the "Programs"); (iv) the format and organization of information output by the Product; and (v) Internet web page reports, spreadsheets, graphs, charts, documents and other materials, whether in printed, electronic or any other form, that contain copies of all or part of the Database or Input Format, together with any works derived from such materials ("Product Output").
2.Subscriber
The term "Subscriber" shall mean the person, whether an individual or entity, who pays the relevant subscription fees to allow the Authorized User to access and use the Product pursuant to this Agreement. If the Subscriber is not identified in a separate Morningstar agreement for the Product (“Separate Agreement”), the Subscriber shall be deemed to be the person who authorizes or makes the payment of the relevant subscription fees to Morningstar hereunder.
3.Authorized User
The term "Authorized User" shall mean the individual for whom Subscriber has paid the required subscription fees to allow that individual to access or otherwise use the Product hereunder. Authorized User must have an unique, Subscriber-assigned user name and password to access the Product and that user name/password may not be shared with or assigned to any other person, without Morningstar’s prior written consent. Unless otherwise provided in the Separate Agreement, the Authorized User must be the Subscriber or a partner, employee or agent of the Subscriber. For absence of doubt, a separate subscription fee is due and payable for each separate individual who acts as an Authorized User pursuant to this Agreement.
4.User
"User" shall mean any Authorized User and/or any other third party who accesses or uses the Product hereunder.
5. Morningstar
“Morningstar” shall mean the Morningstar entity through which the Product is licensed to Authorized User in any particular jurisdiction. The term “Morningstar” shall mean the following entities in the following jurisdictions: 1) United States of America, Morningstar, Inc.; 2) Australia and New Zealand, Morningstar Research Proprietary Limited; 3) Canada, Morningstar Research, Inc; 4) Asia (except Japan and Korea), Morningstar Asia, Ltd., and 5) all other jurisdictions, Morningstar Europe, N.V. The terms, “we” or “us” shall be deemed to refer to “Morningstar” in all cases.
6. Grant of License
Subject to the terms and conditions of this Agreement, Morningstar grants to the Authorized User the following limited nonexclusive, nontransferable rights and licenses:
6.1 Internal Use by Authorized User
Except as set forth herein, only the Authorized User may use the Programs and Database to generate Product Output and then, only for that Authorized User’s own internal business use. Authorized User may use the Product for such internal business purposes solely to the extent explicitly provided herein or, if different, in the Separate Agreement. In no event shall Product Output: (i) be copied or distributed to any person other than another Authorized User; or (ii) be used for the benefit of any third-party, except as permitted pursuant to Section 6.2 herein.
6.2 External Use by Authorized Users with Clients
Subject to the terms hereof and those of any applicable Separate Agreement, the Authorized User may use the Product to generate static Product Output for external distribution solely to: (1) individuals who have established financial accounts for their own benefit, or who have expressed interest in establishing financial accounts for their own benefit, with Authorized User, and for whom Authorized User manages, advises or services, or intends to manage, advise or service, such financial accounts; and/or (2) an individual (but no more than one individual per trust) who serves as the trustee of a trust, who has established a financial account for the benefit of such trust, or who has expressed an interest in establishing a financial account for the benefit of such trust, with Authorized User, and for whom Authorized User manages, advises or services, or intends to manage, advise or service, such financial account (each individual described by the foregoing (1) and (2) a "Client"). This Product Output may be distributed to a Client by the Authorized User (only) for the limited purpose of providing information and recommendations in connection with that Client’s personal investment portfolio or potential future investments but then only if all of the following conditions are met: (i) the Product Output is provided in connection with, and relates to, information and independent recommendations provided by the Authorized User that is not derived from the Product; (ii) the quantity and value of such information and independent recommendations predominates over the quantity and value of the Product Output distributed to such Client; (iii) the Product Output distributed to such Client relates directly to specific goals, needs or interests of such Client; (iv) no Product Output or any portion thereof is used as part of a general mailing or other distribution to more than one Client, and no substantially identical Product Output or any portion thereof is distributed to multiple Clients; (v) in no event shall the aggregate Product Output distributed to such Client consist of the Database or a substantial part thereof; and (vi) the Product Output is made available only in static format (i.e., only in hard copy print format or .pdf). Distribution of any Product Output that does not meet all of the conditions set forth above in subsections (i) - (vi) will require the express prior written consent of Morningstar, and the payment of additional fees or royalties to be determined in Morningstar’s sole discretion according to Morningstar’s then current rates for reprints and/or data licensing and that any failure to adhere to these conditions is a material breach of this Agreement. Any Product Output that is copied or distributed and that does not contain a similar disclosure statement must include the following statement, in legible type:
© <Insert Date> Morningstar. All rights reserved. The information, data, analyses and opinions contained herein (1) include the proprietary information of Morningstar, its affiliates and/or their third party content providers, (2) may not be copied or redistributed, (3) do not constitute investment advice offered by Morningstar, (4) are provided solely for informational purposes, and (5) are not warranted to be timely, complete or accurate. Except to the extent otherwise specifically required by law, neither Morningstar, nor its affiliates nor their third party content providers shall be responsible for any trading decisions, damages or other losses resulting from, or related to, this information, data, analyses, opinions or their use.
6.3 Export of Data from Database for Internal Use Only
Export of Data from Database for Internal Use only. If the Product provides a capability (without the use of any third party product, function, module or procedure, including without limitation operating system procedures such as "cut and paste") to export data from the Database to a third party spreadsheet program, an Authorized User may use such capability to export data from the Database to a spreadsheet file, and may use such exported data with a spreadsheet program, only upon the following conditions: (i) any file, transmission, writing, spreadsheet, graph, report, chart or other document or material, containing such exported data or any part thereof, or derived from such exported data or any part thereof (collectively, “Exported Data”), shall be deemed Product Output for purposes of Section 10 (Ownership); (ii) the Exported Data shall be limited to information needed by an Authorized User to render information and independent recommendations in connection with an existing Client's investment portfolio or potential future investments; (iii) the Exported Data shall not be provided to the Client or any other party but may only be used as an internal resource by that Authorized User and then only for the benefit of Clients; (iv) the Extracted Data used for the benefit of any particular Client may comprise no more than a de minimus portion of the Database; and (v) under no circumstances may the Extracted Data be used to create a database or a standalone product; and (vi) in order to provide such information and independent recommendations to such Client, an Authorized User requires use of a function of the spreadsheet program that is not available in the Product and the exported data is limited to data necessary to use such function. Except as specifically provided in this Section 6.3 or as otherwise set forth in a separate addendum or amendment to this Agreement, if any, User shall have no right to export any Data from the Database.
7. Authorized User Name and Password
Authorized User will keep his or her user name and password confidential and not allow any other party to use them to access the Product.
8. Payment
Authorized User’s access and use of the Product is expressly subject to Morningstar’s timely receipt of all subscription and other fees due hereunder. Unless otherwise provided in any Separate Agreement, all such fees shall be the responsibility of the Authorized User; that is, the Subscriber and the Authorized User shall be deemed one and the same. Where these fees are not delivered to Morningstar when due, Morningstar reserves the right in its sole discretion to terminate any User’s access and/or usage rights in the Product.
9. Term
The initial Subscription Term of this Agreement shall commence on the date that you agree to it (as set forth above) and, unless a Separate Agreement is in effect and provides to the contrary, shall continue in effect for one (1) year from that date. Thereafter, unless the terms of any applicable Separate Agreement provide otherwise and subject to all of the terms hereof, including, without limitation, the payment of all subscription fees due and payable hereunder, this Agreement will automatically renew for successive Subscription Terms of one (1) year each unless either party provides the other with prior written notice of its intent to terminate its subscription before the start of any such successive Subscription Term.
10.Ownership
The User acknowledges and agrees that: (i) the Product, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by Morningstar and/or its third party content providers ("Content Providers"), as applicable; (ii) the Product shall be treated as any other copyrighted material and is protected by United States Copyright Law and International Treaty provisions; (iii) the Proprietary Information contains valuable copyrighted and proprietary material of Morningstar; (iv) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (v) User has no rights in the Proprietary Information, other than the rights and licenses granted to User pursuant to this Agreement. Morningstar may disclose additional information to User in the form of upgrades, documentation or other support during the Subscription Term. User agrees that such information shall also be deemed Proprietary Information. User acknowledges and agrees that Morningstar shall have the unrestricted right to aggregate any Product usage data, Product Output and User, Authorized User or Subscriber data for statistical and analytical purposes including, but not limited to market trends, data analytics, aggregated report preparation, data interrogation, capacity and performance analytics. Morningstar may aggregate User, Authorized User or Subscriber data regardless of whether such data was provided to Morningstar by User, Authorized User or Subscriber or by a third party service provider, supplier, vendor, or any other third party authorized by and/or acting on behalf of User, Authorized User or Subscriber. Nothing in this Agreement shall be construed to prohibit Morningstar, as part of and in the ordinary course of its business, from making commercially available to its customers and other third parties, globally, and from otherwise providing and distributing (orally, in writing, electronically through the internet or otherwise) such aggregated data. User, Authorized User and Subscriber shall have no right or title to, or any proprietary right in, any aggregated data.
11. Trademarks
User acknowledges that Morningstar has acquired, and is the owner of, trademark rights in the names and word marks ADVISORWORKSTATION, MORNINGSTARADVISOR.COM, MORNINGSTAR, MORNINGSTAR RATING and the MORNINGSTAR STYLE BOX and in the design marks, MORNINGSTAR, MORNINGSTAR RATING AND DESIGN, AND MORNINGSTAR STYLE BOX AND DESIGN. User shall not make use of any of these marks or otherwise reference the Morningstar name or any derivation thereof, except as Morningstar may specifically authorize hereunder, in the Separate Agreement or in a separate writing. User acknowledges that these names and marks are famous and internationally known. User shall not, at any time or for any reason, challenge the validity of, or Morningstar’s ownership of, the foregoing names and marks, and User waives any rights User may have at any time to do so. All marks not owned by Morningstar are the property of their respective owners.
12. Restrictions on Use
No User may: (i) use, copy, modify, merge, install, transfer or distribute the Product or Product Output, except as expressly provided in this Agreement; (ii) except as provided in Section 6.3, export any data or information, whether with or without the use of any third party product, function, module or procedure, or operating system function such as "cut and paste," from the Database to any other application, file, product, module or procedure; (iii) reverse-engineer, decompile, translate, disassemble or separate the components of the Product (including without limitation viewing or otherwise obtaining HTML source code), or as specified by law; (iv) sublicense, rent, sell or lease the Product or any part thereof; (v) use any program, procedure, device or method other than the Programs and a web browser to access, use, reproduce or process the Database, Product Output or User-Entered Information or any part thereof, without Morningstar’s express prior written authorization; or (vi) use the Product or any part thereof for third-party training, commercial time-sharing or service bureau use. Notwithstanding anything to the contrary in this Agreement, no User shall distribute any Product Output as part of a general distribution or for advertising or promotional purposes.
13. Disclaimer of Warranty
ALTHOUGH MORNINGSTAR WILL MAKE ALL COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE PRODUCT IS FREE OF VIRUSES AND DAMAGING OR DISABLING CODE, ERRORS OR OTHER DEFECTS, THE PRODUCT IS PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. USER ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, THE PRODUCT OUTPUT AND THE USER-ENTERED INFORMATION) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. MORNINGSTAR DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER MORNINGSTAR NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT OR ANY INFORMATION CONTAINED IN OR DERIVED FROM THE PRODUCT. NEITHER MORNINGSTAR NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR ANY LOSS, COST, CLAIM OR DAMAGE BASED UPON ANY INVESTMENT DECISION ARISING FROM OR RELATED TO THE USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. MORNINGSTAR SHALL NOT BE CONSIDERED AN "EXPERT" UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED. ANY RESEARCH PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY. THE INFORMATION CONTAINED IN THE PRODUCT SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR ANY OTHER TYPE OF ADVICE. IT IS FOR YOUR INFORMATION AND EDUCATION ONLY. MORNINGSTAR DOES NOT WARRANT THAT THIS PRODUCT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF FINRA OR OTHER SIMILAR REGULATORY BODY IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED. USER ACKNOWLEDGES FOR ITSELF AND ANY CLIENTS THAT CERTAIN INFORMATION AND DATA WITHIN THE PRODUCT ARE DERIVED FROM VARIOUS THIRD PARTY SOURCES AND THAT ANY STATEMENTS, COMPILATIONS OR DERIVATIONS THEREOF CONTAINED IN OR EFFECTED THROUGH THE PRODUCT MAY BE OF A SUBJECTIVE NATURE.
14. Limitation of Liability
Each User is solely responsible for (i) its use of the Product, and (ii) any damages to itself, any other User, any Client and/or any other third parties arising from the use of the Product except to the extent otherwise specifically provided by law. Except as otherwise specifically prohibited by applicable law, Morningstar will not be liable for: (i) loss of, or damage to, records or information of any User or any Client; or (ii) any damages suffered or claimed by User or any Client based on any third party claim.
EXCEPT AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW AND REGARDLESS OF THE BASIS ON WHICH ANY USER, CLIENT OR OTHER PARTY MAY BE ENTITLED TO RECOVER DAMAGES FROM MORNINGSTAR (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, CONTRACT OR FIDUCIARY DUTY; FRAUD, NEGLIGENCE, MISREPRESENTATION OR OTHER TORT; OR INDEMNITY), MORNINGSTAR’S LIABILITY WILL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE PROVEN UP TO AN AMOUNT NOT TO EXCEED $25,000. FURTHERMORE, THE PARTY SUFFERING SUCH DAMAGES OR LOSSES MUST FIRST EXHAUST ANY AVAILABLE LEGAL AND EQUITABLE REMEDIES AGAINST PARTIES OTHER THAN MORNINGSTAR.
EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY LAW, MORNINGSTAR SHALL IN NO EVENT BE LIABLE TO ANY USER OR THIRD PARTY (INCLUDING THE CLIENTS OF SUBSCRIBER AND/OR ITS AUTHORIZED USERS) FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SAVINGS, REVENUES, BUSINESS OPPORTUNITIES OR BUSINESS ADVANTAGES) WHATSOEVER, EVEN IF MORNINGSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Termination
Morningstar may terminate this Agreement immediately if the Separate Agreement is terminated for any reason, or if any User breaches or fails to materially comply with any of the terms or conditions of this Agreement.
16. Effect of Termination
Upon expiration or termination of this Agreement for any reason, all of User’s rights in and to the Product shall terminate. In the event of any expiration or termination of this Agreement for any reason, User will immediately cease to use the Product and destroy all copies of it in any form or media within User’s possession, custody or control; provided, however, that Authorized User may retain, solely for archival purposes, a single paper copy of marketing or other materials that Authorized User is required to retain for regulatory purposes only. Termination shall not relieve User of any liability for breach of this Agreement. The terms of Sections 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27 shall survive expiration or termination of this Agreement.
17. Confidentiality
Except as expressly provided in this Agreement, User shall keep secret and confidential and shall not disclose, provide or otherwise make available to any person the Proprietary Information. User (i) shall use best efforts, and shall employ reasonable security measures, to prevent any unauthorized disclosure of the Proprietary Information and (ii) shall immediately advise Morningstar of any information User has or receives of any actual or potential unauthorized disclosure or access. User acknowledges that the Product is only being disclosed to User based on a confidential relationship established under this Agreement. User further acknowledges that such information is to be used only as expressly permitted hereunder, and that the restrictions of this Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to Morningstar.
Morningstar acknowledges that in the course of performing its obligations under this Agreement, Morningstar may become privy to information which Authorized User considers confidential and proprietary to its business or Clients, including, but not limited to, information concerning the identities of Clients and other related data, internal controls, computer or data processing programs, business or financial affairs or methods of operations, accounts, transactions, proposed transactions, security procedures, trade secrets, know-how or inventions of Authorized Users or Clients (“Authorized User Confidential Information”); provided, however, that Authorized User Confidential Information shall not include any information that is (i) already in the public domain at the time of disclosure; (ii) communicated to Morningstar by a third party not subject to any confidentiality obligations with respect to the Authorized User Confidentiality Information; (iii) derived independently by Morningstar; (iv) excepted from this provision by the written permission of an authorized representative of Authorized User; or (v) Morningstar may disclose confidential information to the extent it is required to be disclosed pursuant to a valid subpoena or other order of a court or government agency of competent jurisdiction. Morningstar will use commercially reasonable measures, but in no event measures that are any less protective than those Morningstar uses to protect its own confidential and proprietary information, to ensure that the Authorized User Confidential Information is not disclosed to any third party.
18. Compliance with Regulations
Subscriber and/or its Authorized Users are solely responsible for obtaining appropriate regulatory approval of any Product Output to the extent necessary. User understands and agrees that (i) certain personally-identifiable information of User and/or Clients may be transferred out of the country in which User is located to be processed by Morningstar for the purpose of fulfilling its obligations hereunder and (ii) in providing such personally-identifiable information to Morningstar, User is solely responsible for complying with any rules or regulations applicable to such transfers. In addition, if the User provides to any person any products or services in connection with the use of the Product hereunder that could reasonably be construed as “investment advice” under the terms of the Advisers Act or any other, similar law in any jurisdiction in which User uses the Product and if the User is not otherwise exempt from the registration requirements of the law in question, User agrees that, as between Morningstar and the User, the User will act as the “Investment Adviser” to that person and comply with all applicable laws and obligations related to that role.
19. No Investment Advice
The User acknowledges that: (i) Morningstar does not provide investment advice hereunder and that nothing within the Product constitutes investment advice (as defined in the applicable jurisdiction) and that the User shall not treat any of the Product’s content as such; (ii) Morningstar does not recommend any financial product; (iii) Morningstar does not recommend that any financial product should be bought, sold or held by the User or its Clients; (iv) nothing within Product should be construed as an offer, nor the solicitation of an offer, to buy or sell securities by Morningstar; (v) nothing within the Product is intended to be or to be treated as an inducement or invitation to engage in any kind of investment activity.
20. Audit
At any time during the term of this Agreement, but no more than once per calendar quarter and with notice to Authorized User, Morningstar may request that Authorized User provide to Morningstar, and certify the authenticity of, such information as Morningstar may reasonably require with respect to Clients who receive Product Output. Morningstar shall have the right, upon prior notice to Authorized User, to audit Authorized User's records regarding the foregoing and to inspect all computers on which the Product was installed, to verify Authorized User’s compliance with this Agreement.
21. Inadequacy of Legal Remedy
User acknowledges that Morningstar’s legal remedies (including the payment of damages) are not sufficient in the event of any breach by User of any provisions of this Agreement regarding the ownership, use, copying, distribution, confidentiality or nondisclosure of the Product, Product Output or other Proprietary Information, and that Morningstar would suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, User consents to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without posting of bond or other security or proof of irreparable harm.
22. Place for all Disputes
All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of: 1) the State of Illinois, United States of America, without regard to its conflict-of-law provisions, if the Product is used or licensed within the territories of the United States, Canada, or any other country in the Western Hemisphere; and 2) England, in all other jurisdictions in which the Product is licensed or used. In the event of any legal proceedings arising out of this Agreement or the performance thereof, User agrees and consents to the exercise of personal jurisdiction over User: 1) exclusively by any state or federal court of law or equity located in Cook County, Illinois, U.S.A. if the Product is used or licensed within the territories of the United States, Canada or any other country in the Western Hemisphere; and 2) exclusively by and through the English courts, if the Product is used or licensed in any jurisdiction other than those cited above. User shall not initiate any legal proceeding arising out of this Agreement or the performance thereof except in the applicable jurisdiction set forth above.
Alternatively, at Morningstar’s sole option, disputes between User and Morningstar arising out of this Agreement or the performance thereof, including all claims for non-performance by Morningstar, shall be finally settled by arbitration in Chicago, Illinois, U.S.A. under the Rules of the American Arbitration Association, which rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules. Such arbitration shall be conducted by one or more arbitrators appointed in accordance with such rules applying this Agreement and consistent provisions of the internal laws (except conflict of law rules) of the State of Illinois, U.S.A.
This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
23. Entire Agreement; Variation.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Except as expressly provided herein, no amendment of, or modification to, this Agreement be shall be effective unless in writing and signed by a duly authorized representative of each of the parties hereto; provided, however, that Morningstar reserves the right to alter the Product or the address at which it may be accessed without notice or consent. No Morningstar reseller, agent or employee is authorized to make any amendment to, or modification of, this Agreement.
24. Assignment
Authorized User may not assign this Agreement without the consent of Morningstar, which consent will not be unreasonably withheld.
25. Third Party Beneficiaries
There are no intended third party beneficiaries of this Agreement (including Clients).
26. Severability
If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.
27. Additional Product Features
27.1 Links
The Morningstar Advisor Web Site may contain information, products, and services provided by third parties and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to Users. Morningstar does not review or control this information or these products, services, or other web sites, and Morningstar does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Product does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Morningstar with respect to any third party or its web site or content, or any information, products, or services provided by that third party.
27.2 Stock Quotes
Stock quotes contained within the Product are supplied daily. Stock quotes are believed to be accurate and timely, but neither Morningstar nor its Content Providers warrant or guarantee such accuracy or timeliness.
27.3 American Retirement Association Modules.
If User accesses as part of the Product the optional American Retirement Association (“ARA”) modules offered by Morningstar in certain jurisdictions, User understands and agrees that the ARA is solely responsible for the content of these modules and that Morningstar shall have no liability with respect to this content or its use by User or any third party.
27.4 Assessments/Opinions on Securities
The assessments/opinions on securities made available as part of the Product hereunder, including, but not limited to, Stock Analyst Ratings, Morningstar Analyst Rating, estimated fair value, economic moat assignment, and investment thesis, are assigned by or are the opinions of analysts who are employed by a wholly-owned subsidiary of Morningstar, Inc. including, but not limited to, Morningstar Research Services LLC (U.S.A.), Morningstar Australasia Pty Ltd, and Morningstar UK Ltd (“Investment Research Providers”). These assessments/opinions are for informational purposes only and are not an offer or solicitation to purchase or sell any security. Neither Morningstar nor any Investment Research Provider is responsible for any investment decisions or for any damages or other losses resulting from the use of its assessments/opinions. User agrees that access to and/or use of the assessments/opinions of any Investment Research Provider does not establish an advisory relationship with that Investment Research Provider nor does it mean an Investment Research Provider is rendering investment advice as defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act and Section 4975(e)(3)(B) of the Internal Revenue Code or similar laws in other jurisdictions. User agrees not to hold out Morningstar or any of the Investment Research Providers to any Client as having an advisory/fiduciary relationship with that Client. The assessments/opinions of the Investment Research Providers are prepared without taking into consideration any specific person or persons investment objectives, financial situation or needs. Past performance is not indicative of future results. The assessments/opinions are not warranted to be correct, complete or accurate. The assessments/opinions expressed are given in good faith, are as of the date of the specified in that assessment/opinion, are not statements of fact, and are subject to change.
27.5 Credit Ratings and Analysis
The credit ratings and credit analysis on companies made available as part of the Product hereunder are assigned by or are the opinions of analysts who are employed by Morningstar Credit Ratings, LLC, a nationally recognized statistical rating organization (“NRSRO”) and a wholly-owned subsidiary of Morningstar, Inc. (“Credit Research Provider”). The credit ratings and analysis produced and provided by the Credit Research Provider are for informational purposes only and are not an offer or solicitation to purchase or sell any security. Neither Morningstar nor the Credit Research Provider is responsible for any investment decisions or for any damages or other losses resulting from the use of those ratings and analysis. User agrees that access to and/or use of any such credit ratings or analysis does not establish an advisory relationship with the Credit Research Provider or mean that the Credit Research Provider is rendering investment advice as defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act and Section 4975(e)(3)(B) of the Internal Revenue Code or similar laws in other jurisdictions. User agrees not to hold out Morningstar or the Credit Research Provider to any Client as having an advisory/fiduciary relationship with that Client. The credit ratings/credit analysis of the Credit Research Provider is prepared without taking into consideration any specific person or persons investment objectives, financial situation or needs. Past performance is not indicative of future results. The assessments/opinions are not warranted to be correct, complete or accurate. The assessments/opinions expressed are given in good faith, are as of the date of the specified in that credit ratings or analysis, are not statements of fact, and are subject to change. User agrees to consider such credit ratings based on the definitions, disclosures, qualifications, procedures, methodology and caveats corresponding to such credit ratings as set forth at www.morningstarcreditratings.com. Any such credit rating should not be considered without an understanding and review of the preceding factors and any applicable deal reports.