Data License Agreement
This SimFin Data License Agreement ("License") is made between SimFin Analytics GmbH ("Licensor") and the “Licensee” (as specified below). The parties agree as follows:
With the purchase of a SimFin subscription (hereinafter, “SUBSCRIPTION”) via app.simfin.com (WEBSITE), this agreement comes into effect. An invoice (hereinafter, “INVOICE”) sent from the Licensor by e-mail to the Licensee shall be sufficient proof of the purchase of a SUBSCRIPTION. The Licensee is the party that purchased the SUBSCRIPTION as set out in the INVOICE. The INVOICE also sets the term of this license agreement, as the term of this agreement shall be identical to the “subscription period” as specified in the INVOICE. The INVOICE also specifies the type of license acquired (see LICENSE TYPE below) and the exact fee.
LICENSE TYPE: There are 3 different types of licenses available, granting different rights to Licensee concerning the use of the SimFin Dataset (all data found on the WEBSITE and downloaded via web API, CSV bulk files or Python API; hereinafter, "DATA"):
§1 FREE / BASIC: “Non-commercial use”
LICENSEE RIGHTS: Licensor hereby grants to Licensee, subject to the terms of this License, the non-exclusive right to utilize the DATA for his/her personal research. Licensee agrees that he or she is not acting on behalf of a corporation pursuing commercial goals. Licensee agrees that the DATA shall be for its own use only and shall not be shared, sold, traded, copied, distributed, transferred, disposed of or otherwise made available to any other parties.
The above obligations are subject to the following exceptions:
● Licensee may provide the DATA to students in the case Licensee acts on behalf of a school, university or other accredited institution of higher education in the position of teacher, professor, assistant etc.
§2 PRO: “Commercial License, no re-distribution”
LICENSEE RIGHTS: Licensor hereby grants to Licensee, subject to the terms of this License, the non-exclusive right to utilize the DATA for commercial purposes. Licensee agrees that the DATA shall be for its own internal use only and shall not be sold, traded, copied, distributed, transferred, disposed of or otherwise made available to any other parties, except affiliates under common control or ownership with Licensee, and any company acquiring or merging with Licensee. The above obligations are subject to the following exceptions:
● Licensee may provide the DATA to clients or consultants in the form of presentations (Powerpoint or PDF documents), to the extent that these documents are confidential and not publicly available.
● DATA may be shown to, and copies thereof provided to, agencies of federal and state governments having jurisdiction to the extent required by applicable law or regulation and Licensee shall use reasonable commercial means to require the confidential treatment of the DATA disclosed.
§3 REDISTRIBUTION LICENSE: “Commercial License, re-distribution”
LICENSEE RIGHTS: Licensor hereby grants to Licensee, subject to the terms of this License, the non-exclusive right to utilize the DATA for commercial purposes. Licensee may share the data with others, with the condition that the entirety of DATA or large portions of it shall not be made available in a very accessible manner (i.e. bulk download, web API) to external parties. Small portions of the DATA can be made accessible as download to external parties. If in doubt, Licensee shall notify Licensor by written notice (e-mail) of the intended sharing of the data and Licensor shall confirm that this use is in accordance with this agreement.
§4 GENERAL TERMS:
The following terms apply to all license types mentioned above.
CONFIDENTIALITY NOTICE: Licensee can make copies of any DATA for the sole purpose of using such copies pursuant to the rights granted herein; provided that all such copies shall bear notice of the restricted use of the Data on the Data or its container.
OWNERSHIP OF DATA: Licensee agrees that the DATA is a valuable property right of Licensor and that Licensor shall continue to own the DATA, as well as any copyright, trade secret, or any other intellectual property right related to the DATA, and shall have the exclusive right to sell, trade, loan, copy, disclose, distribute, transfer, or otherwise make available the DATA to others, except as provided herein.
END OF LICENSE AGREEMENT: This license agreement ends with the end of the “subscription period” as specified on the INVOICE. With the renewal of the SUBSCRIPTION, a new INVOICE will be sent, thus extending the term of this agreement to the new “subscription period” as specified in the INVOICE. Should the SUBSCRIPTION not be renewed, this license agreement ends. After the end of this license agreement, Licensee loses the rights granted in this agreement (see LICENSEE RIGHTS) and agrees that the already downloaded DATA shall not be sold, traded, copied, distributed, transferred, disposed of or otherwise made available to any other parties. The Licensor has the right to terminate this agreement at any point in time if Licensor suspects that Licensee does not act in accordance with his rights and obligations as set out in this agreement. In this case, Licensor shall reach out to Licensee via written notice first, to notify Licensee of the problem.
REPROCESSING: Licensee shall have the right to reformat and/or reprocess the Data using software or other technology, and the reprocessed Data will be owned by Licensee; provided that such reprocessed Data shall be subject to the same restrictions regarding confidentiality, use, disclosure and transfer as the Data covered hereby, and so marked to indicate such restrictions. Interpretations prepared by Licensee using the Data shall be the sole property of Licensee and will not be subject to the restrictions as provided above.
DISCLAIMER OF WARRANTIES: Licensor makes no warranty or representation, express or implied, with respect to the accuracy, completeness, or materiality of the DATA now, heretofore, or hereafter made available to Licensee hereunder, or as to the right and authority of Licensor to deliver the DATA to Licensee. Licensee accepts the DATA "AS IS," "WHERE IS," AND "WITH ALL FAULTS." EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION, ARE GIVEN BY OR ON BEHALF OF LICENSOR, AND LICENSEE HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION, OR CONFORMITY TO SAMPLES.
CONSEQUENTIAL DAMAGES: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINABOVE, NEITHER LICENSOR NOR LICENSEE SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS LICENSE OR THE USE BY LICENSEE OF THE DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION, HOWEVER SAME MAY BE CAUSED.
APPLICABLE LAW: THIS LICENSE AND QUESTIONS REGARDING THE VALIDITY, INTERPRETATION, PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF GERMANY, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE
TO SUCH DETERMINATIONS. Any judicial proceeding brought against either of the parties hereto with respect to this LICENSE shall be brought ONLY in a court located in Germany.
ASSIGNABILITY: This License shall not be assignable by Licensee without the prior written consent of Licensor, which shall not be unreasonably withheld.