Terms of Use

This Marketplace Product Agreement (this “Agreement”) governs your access to and use of any product (including, without limitation, the data, information and services obtained in connection with the product) made available to you (the “Client”) by Sherlock_SM through the Snowflake Marketplace (the “Product”). “Snowflake Marketplace” means the marketplace made available by Snowflake Inc. (“Snowflake”), as described in the current documentation provided at https://other-docs.snowflake.com/ (or such successor URL as may be designated by Snowflake). Sherlock_SM is a standalone brand representing a subset of services provided by Fidelity Center for Applied Technology LLC (“FCAT”). FCAT and Client are referred to collectively herein as the “Parties” and each individually herein as a “Party”.

The Parties agree as follows:

1. Overview of the Product
   1. Subject to the terms and conditions set forth in this Agreement, FCAT hereby grants Client, during the term of this Agreement, the limited, revocable, non-exclusive and non-transferable right to access and use the Product (and the data or information obtained through the Product) for Client’s internal business purposes or as specified in this Section 1.a. Such right to access and use the Product (and the data or information obtained through the Product) includes the right to (i) provide access to the Product (and the data or information obtained through the Product) to Client’s authorized employees, representatives, and agents (collectively, “Authorized Persons”), and (ii) solely with respect to certain Products designated for customer use (as described in the listing information about the Product made available through the Snowflake Marketplace (the “Listing Information”)), provide the data and information obtained through the Product to any of Client’s customers (each, a “Customer”) for the sole purpose of such Customer’s personal use.
      
   2. Customer may provide access to such data and information to Customer’s authorized employees, representatives, and agents (collectively, “Customer Authorized Persons”). Client shall not permit any Customer to (i) provide any third party, including any affiliates or third-party service providers of Customer, with access to or use of the data, information or services obtained through the Product without the prior written approval of FCAT, or (ii) resell any data and information obtained through the Product.
   3. FCAT may provide Client with limited technology support for the Product. Client shall fully cooperate with FCAT and provide any information reasonably requested by FCAT in connection with any such support for the Product. FCAT may not be able to provide access to or use of a Product, or support to Client, if Client fails to provide such cooperation or information.
   4. The functionality, features and components of the Product may be subject to change from time to time. FCAT will use commercially reasonable efforts to provide notice of any discontinued or material modifications to the functionality, features and components of the Product used by Client. Client shall access and use the Product only in the form and through the access methods made available by FCAT and Client shall not attempt to modify any functionality, feature, or component of the Product. Client acknowledges and agrees that the Product is designed for use within the United States. Client shall not transmit, and shall ensure that no Authorized Person transmits, any material containing software viruses or other harmful or disabling computer codes, files, scripts, agents, or programs to or through the Product.
   5. The Product may be accessed only by Authorized Persons who, as applicable, have been properly issued a valid user ID and password or similar credentials to access the Product. Client shall be solely responsible for verifying the identity of each Authorized Person and validating the use of the IDs and passwords or similar credentials by each Authorized Person. IDs, passwords, or similar credentials are not transferable among Authorized Persons and a single ID and password or similar credential shall not be issued to, or used by, more than one Authorized Person. Client shall institute contractual and/or functional procedures and processes as necessary to monitor use of IDs and passwords and to protect and require Authorized Persons to protect their IDs and passwords or similar credentials in strict confidence.
   6. For the avoidance of doubt, with the exception of Authorized Persons, Client shall not provide any third party, including any affiliates or third-party service providers of Client, with access to or use of the Product without the prior written approval of FCAT. With the exception of Authorized Persons, and Customers and Customer Authorized Persons, if applicable, Client shall not provide any third party, including any affiliates or third-party service providers of Client, with access to or use of the data, information or services obtained through the Product without the prior written approval of FCAT. Client shall ensure that each of its Authorized Persons complies with the terms of this Agreement and the duties and obligations of Client hereunder. Client assumes all responsibility and liability with respect to use of the Product (including use of any data, information, or services obtained through the Product) through the use of IDs and passwords or similar credentials assigned to Client. Client agrees to make reasonable best efforts to prevent unauthorized access to and use of the Product (or the data, information or services obtained through the Product). Client shall promptly inform FCAT upon becoming aware of any unauthorized use of or access to the Product (or the data, information or services obtained through the Product) or breach of this Agreement and the steps being taken to terminate and mitigate the impact of such unauthorized use, access, or breach.
2. Relationship of the Parties
   1. Client acknowledges and agrees that (i) Client is capable of evaluating the Product and any intended use of the Product by Client or any Customer, (ii) Client has conducted its own due diligence of the Product and has determined that the Product is appropriate for such use and (iii) FCAT will not undertake to review, evaluate, or render any opinion regarding the appropriateness of the use of the Product for Client, or any particular Customer, nor the use of the results or output of the Product. Client will not make any written or oral statement or representation regarding FCAT or its affiliates that is false, misleading or in any way inconsistent with the provisions of this Agreement.
   2. Client acknowledges and agrees that it remains solely responsible for its compliance with all legal and regulatory requirements with respect to its use of and access to the Product. Client acknowledges and agrees that (i) the data and information provided within the Product is intended for informational purposes only and (ii) in making the Product available to Client, FCAT is not providing any investment advisory or fiduciary services. FCAT makes no representation or warranty, express or implied concerning the future performance of any assets reflected in the Product, including without limitation, any guarantee that investments in such assets will achieve any specific level of performance or success. Client acknowledges and agrees that FCAT does not provide tax, legal or insurance advice.
   3. As between Client and FCAT, Client is responsible for the accuracy, completeness, validity, authorization for use and integrity of all data (including third-party data) and information provided to FCAT by or on behalf of Client in connection with the Product, including information that may be provided to FCAT by Snowflake (collectively, “Client Data”), if applicable. Client authorizes FCAT and its affiliates to use Client Data for the purposes of making the Product available to Client and its Authorized Persons and for other lawful purposes. For clarity, Client acknowledges and agrees that FCAT and its affiliates may also share Client Data with each other for other business purposes, including without limitation, for purposes of offering additional products and services of FCAT and/or such affiliates. FCAT may also share Client Data with its or its affiliates’ third-party service providers in connection with the offering of the Product.
   4. The provisions of this Agreement apply only to the Product, and do not apply to any other products or services that FCAT or any affiliate of FCAT may provide to Client or to any other transaction or relationship between Client and FCAT or any affiliate of FCAT. FCAT and Client acknowledge and agree that to the extent that Client has entered, or may enter, into one or more agreements with FCAT or any of its affiliates in connection with FCAT’s or such affiliate’s separate business with Client, nothing in this Agreement shall amend, modify or supersede any term or provision of such other agreement(s), nor shall the terms of any such agreement have any effect with respect to the Product made available under this Agreement. Further, this Agreement is solely between FCAT and Client, and Snowflake is not a party to this Agreement. Accordingly, as between FCAT and Snowflake, FCAT is solely responsible for any Product and any obligations in this Agreement with respect to any Product, including any obligations pertaining to maintenance and support services in connection with any Product, as applicable.
   5. As applicable, for any Product designated for Customer use, Client represents and warrants that it has or will have a binding agreement with each Customer to provide data and information obtained through such Product (each, a “Customer Agreement”). Before and as a condition to sharing any data and information obtained though such Product with a Customer, Client shall ensure that the Customer Agreement with such Customer binds the Customer to obligations, restrictions, and limitations imposed on Client or otherwise relating to the data and information obtained through such Product under this Agreement (collectively, the “Customer Key Requirements”). The Customer Key Requirements include the following:
      1. provisions in which the Customer agrees that FCAT may terminate or suspend, in whole or in part, access to any Product from which Client provides Customer with data or information;
      2. provisions in which the Customer agrees that (A) the data and information obtained through the Product is provided on an “as is” basis with no representations or warranties, express or implied, and is intended for informational purposes only; (B) FCAT is not providing any investment advisory or fiduciary services, (C) none of FCAT, its licensors or providers of Third-Party Content are responsible for the accuracy, availability, timeliness, reliability, completeness or usefulness of such data or information; and (D) under no circumstances will FCAT, it licensors or providers of Third-Party Content be responsible or liable for any loss, damage or liability arising out of or relating to such data or information (including the content of, or any errors contained in, any of such data or information) or any use or access to, or inability to use or access, any such data or information; and
      3. provisions in which the Customer agrees that it shall ensure that each of its Customer Authorized Persons complies with the terms of the Customer Agreement and the duties and obligations of Customer thereunder and provisions pertaining to Customer Authorized Persons that are substantially similar to the provisions of Section 1.e of this Agreement.
   6. Without limiting any other remedies available to FCAT, if FCAT reasonably believes that a Customer is in violation of any Customer Key Requirements, upon request by FCAT, Client will promptly investigate and take steps to remediate the situation.
   7. Client agrees to indemnify, defend and hold harmless FCAT, its affiliates and its and their officers, directors, employees, agents (collectively, “FCAT Indemnitees”) from any and all losses, liabilities, damages, costs, and expenses (including attorneys' fees and amounts paid in settlement) incurred by FCAT Indemnitees in connection with a third-party claim arising out of or by reason of (i) any breach of this Agreement by Client or its Authorized Persons, (ii) any violation of applicable laws, rules or regulations by Client or its Authorized Persons, (iii) Client’s or its Authorized Persons’ use of the Product (including any data, information or services obtained in connection with the Product), or any component thereof, (iv) Client’s Customers’ use, or such Customers’ Customer Authorized Persons’ use, of the data or information obtained through the Product, (v) the unauthorized access or use of the Product or other systems of FCAT or its affiliates by Client or its Authorized Persons or through IDs or passwords or similar credentials of Client, (vi) Client’s failure to include the Customer Key Requirements in each of its Customer Agreements, or (vii) Client’s relationship with any Customer.
3. Fees and Payment Terms
   1. During the initial term and any renewal term, Client agrees to pay all fees and expenses for use of each Product by Client and its Authorized Persons as set forth in the Listing Information, which may be changed from time to time by FCAT upon thirty (30) days prior written notice to Client. As specified in the Listing Information, Client may be invoiced by FCAT directly or by Snowflake, acting on behalf of FCAT. The fees and expenses under this Section 3 do not include any federal, state, or local sales, use or other similar taxes, however designated, levied against the delivery or use of the Product. Client will be responsible for any sales, use or other similar taxes required to be collected by FCAT with respect to any Product provided by FCAT, unless a valid exemption certificate is provided prior to invoicing. Invoices issued to the Client will reflect all such taxes. Client shall pay all such taxes imposed on Client or reimburse FCAT for all such taxes imposed on FCAT; provided, however, that Client shall not be liable for any taxes based on FCAT’s net income. If Snowflake has a legal obligation to pay or collect such taxes for which Client is responsible under this Section 3.a, then Client acknowledges that it may be subject to separate terms between Client and Snowflake with respect to such taxes. FCAT will rely on the Client address linked to Client’s Snowflake Marketplace account or such other address provided by Client to determine the taxing jurisdiction for sales tax purposes. To the extent FCAT does not have a collection responsibility in the jurisdiction listed, Client will be responsible for any use tax due on the Product.
   2. Client will make payments via credit card or debit card (using a third-party payment processor) or by directing funds paid to Snowflake to be used to make a purchase of the Product. Client’s use of any such third-party payment processor’s service is subject to such payment processor’s terms and conditions and privacy policy, whether made available through the Product or in a separate agreement between Client and such payment processor. FCAT is not affiliated with any such payment processor. Neither FCAT nor any of its affiliates is responsible for any acts or omissions of such payment processor or any transactions processed through such payment processor’s payment processing system and services, and FCAT disclaims any representations and warranties with respect to Client’s use of such system and services. As between FCAT and Client, Client shall be responsible for all transactions processed through such systems.
4. Term and Termination
   1. The term of this Agreement is the period of time that Client may use the Product following its purchase as set forth in the Listing Information, including any and all renewals by Client, if applicable (the “Subscription Term”), unless sooner terminated as provided below. At the end of the Subscription Term, this Agreement will automatically terminate.
   2. At any time, FCAT may terminate this Agreement upon thirty (30) days' written notice to Client.
   3. FCAT may terminate access to any Product, in whole or in part, upon prior written notice in the event that (i) the Product (or a functionality, feature or component thereof) is no longer available, (ii) provision of the Product becomes unlawful, (iii) upon FCAT’s reasonable belief that tortious, criminal or prohibited activity may be associated with Client’s or any Authorized Person’s utilization of the Product or Client’s Customers’ or Customer Authorized Persons’ utilization of the data and information obtained through the Product or (iv) Snowflake suspends or terminates FCAT’s access to or use of the Snowflake Marketplace. Furthermore, FCAT may suspend access to any Product in the event that FCAT, in its reasonable judgement, suspects or believes that Client or any Authorized Person has violated the terms of this Agreement or has otherwise used or attempted to use the Product in an unauthorized or inappropriate manner.
   4. Either Party may terminate this Agreement immediately upon written notice in the event of a material breach of this Agreement by the other Party.
   5. Either Party may terminate this Agreement if the other Party: (i) becomes or is declared insolvent or is the subject of any liquidation or insolvency proceedings, including, but not limited to, the appointment of a receiver or similar officer for such Party; (ii) makes an assignment for the benefit of all or substantially all of its creditors; (iii) enters into an agreement for the composition, extension, or readjustment of all or substantially all of its debts or obligations; or (iv) files a voluntary bankruptcy petition or has an involuntary bankruptcy petition filed against it and the petition is not dismissed within sixty (60) calendar days of the petition’s filing.
   6. As further described in the Listing Information, FCAT may offer Client a limited trial of the Product or access to a sample set of data obtained through the Product (a “Trial”). Unless otherwise agreed to by the Parties in writing, the length of any Trial will be specified in the Listing Information. Any Trial may be terminated by FCAT for any or no reason upon notice to Client. At the end of any Trial, Client’s access to and use of the Product (and the data, information or services obtained through the Product) will immediately cease, unless Client enters into (or has entered into) a paid subscription to the Product in accordance with the terms of the Listing Information and this Agreement. The provisions of this Agreement will govern Client’s access to and use of any Product (and the data, information or services obtained through any Product) under any Trial, except for Sections 1.a(ii), 1.b, and 3 of this Agreement. For clarity, no Product will be designated for Customer use under any Trial.
   7. Upon termination of this Agreement or the termination of a particular Product for any reason, Client’s and all Authorized Persons’ access to and use of the terminated Product(s) (including, without limitation, the data, information and services obtained in connection with the Product(s)) shall cease as of the effective date of termination and each Party shall promptly return to the other Party or delete all copies of such other Party’s Confidential Information relating to the Product(s) terminated. The following sections shall survive termination of this Agreement: Section 2 (Relationship of the Parties), this Section 4 (Term and Termination), Section 6 (Confidentiality), Section 7 (Ownership), Section 8 (Disclaimer of Warranties; Limitation of Liability), and Section 9 (Miscellaneous).
5. Representations, Warranties and Covenants. Client hereby represents, warrants, and covenants that:
   1. It is a legal business entity duly organized and validly existing in good standing under the laws of the jurisdiction of its formation and qualified to do business in each state where such qualification is necessary.
   2. It has full power and authority to enter into and perform this Agreement and the execution and delivery of this Agreement, and the performance of the obligations herein, do not constitute a breach or violation under any instrument or agreement by which it is bound, or a breach or violation of or default under any applicable law, rule or regulation.
   3. It conducts its business in material compliance with federal and state laws, rules, and regulations applicable to it, and it has obtained, and will continue to maintain, all licenses, approvals and consents necessary to carry on its business as now conducted and for FCAT and its affiliates to access and use the Client Data for the purposes contemplated herein.
6. Confidentiality
   1. Client and FCAT each acknowledge that in the course of this Agreement, each will become familiar with certain confidential and proprietary information (“Confidential Information”) of the other Party with respect to which the Party disclosing the Confidential Information (the “Disclosing Party”) desires that the Party receiving the Confidential Information (the “Receiving Party”) treat as confidential. As used in this Agreement, Confidential Information means any information disclosed at any time by the Disclosing Party to the Receiving Party, which is designated as confidential, proprietary or some similar designation, or which the Receiving Party knows or should reasonably know is proprietary, confidential or a trade secret, whether disclosed orally, in writing, or in any other manner. Except as permitted under this Agreement, the Receiving Party shall maintain the confidentiality of the Disclosing Party’s Confidential Information in strict confidence using at least the degree of care and security as it uses to maintain the confidentiality of its own confidential information of similar nature. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party except as permitted under this Agreement. The Receiving Party shall use the Disclosing Party’s Confidential Information only to perform its obligations under this Agreement (or, in the case of FCAT, otherwise in connection with the Product or as permitted under this Agreement) and shall disclose such Confidential Information only within its organization (including its affiliates) and only to those of its or its affiliates’ employees who need to know such information in order to perform its obligations under this Agreement (or, in the case of FCAT, as it may also be permitted herein). The Receiving Party may also disclose the Confidential Information of the Disclosing Party to those of its employees, representatives, consultants and agents (and in the case of FCAT, its service providers and subcontractors) who have agreed to maintain the confidentiality of the information hereunder and who reasonably need to know such information in order for the Receiving Party to perform its obligations under this Agreement.
   2. Information shall not be considered Confidential Information of the Disclosing Party if it: (i) is publicly available before or after disclosure hereunder other than through acts or omissions attributable to the Receiving Party, its affiliates or its or their employees, representatives, consultants or agents; (ii) is already known by the Receiving Party or its affiliates at the time of disclosure hereunder; (iii) is disclosed in good faith to the Receiving Party or any of its affiliates on a non-confidential basis by a third party having a lawful right to do so; or (iv) was independently developed by the Receiving Party or any of its affiliates without reference to or use of the Disclosing Party’s Confidential Information.
   3. If the Receiving Party is required to disclose any portion of the Disclosing Party’s Confidential Information, pursuant to a subpoena, summons, order or other judicial, regulatory or governmental process, then the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party and shall use commercially reasonable efforts to assist the Disclosing Party (at the Disclosing Party’s expense) in obtaining a protective order or other similar order, and shall thereafter disclose only the minimum portion of the Disclosing Party’s Confidential Information that is required to be disclosed in order to comply with the request, whether or not a protective order or other order has been obtained.
   4. The Receiving Party shall notify the Disclosing Party of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information promptly following the Receiving Party’s discovery of such disclosure or use and shall promptly take measures to minimize the effect of such unauthorized disclosure or use and to prevent its recurrence.
   5. Client and FCAT acknowledge that as a Receiving Party, its disclosure of any of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent may cause continuing, substantial, and irreparable injury to the Disclosing Party and that the Disclosing Party’s remedies at law for such disclosure will not be adequate. Accordingly, each of Client and FCAT agree that the Disclosing Party shall be entitled to seek immediate injunctive relief against the breach or threatened breach of the foregoing undertakings by the Receiving Party, and that such rights shall be in addition to, and not in limitation of, any other rights or remedies to which the Disclosing Party may be entitled at law or equity.
7. Ownership
   1. As between FCAT and Client, title to, and ownership of, the Product, including all patents, copyrights and other intellectual property rights applicable thereto, and any derivative works, translations, customized versions, or other versions thereof, shall at all times remain solely and exclusively with FCAT, its licensors or third-party content provider(s).
   2. Client shall not (i) attempt to decompile, decode, disassemble, or otherwise reverse engineer the Product; (ii) sublicense, sell, rent, lease, provide service bureau or timeshare services, transfer, transmit, distribute, retransmit, publish, commercially exploit or otherwise make available the Product or any component thereof; (iii) copy, modify, enhance, co-brand, create derivative works of, combine with other programs, or otherwise change the Product; (iv) provide access to the Product by framing the Product in a domain not supported by FCAT; (v) screen scrape, screen surf or employ any other data scraping method; (vi) develop or have developed any product or service (including any datafile or database, such as a security master database) using or based on any component of the Product (including code, screen layout, content, or methodologies) or any data contained therein; or (vii) knowingly interfere with or disrupt delivery or performance of the Product.
   3. No permissions, rights or licenses are granted to Client with respect to any trade name, trademark, service mark, design, or logo (collectively, “Marks”) of FCAT or any of its affiliates. For the avoidance of doubt, unless expressly permitted hereunder, Client shall not use, register or attempt to register, or take any action which would in any manner enable any other person or entity (other than FCAT or one or more of its affiliates) to use, register or attempt to register, any Marks confusingly similar to any of the foregoing, as all or part of a trade name, corporate name, company name, trademark , service mark, design, logo, fictitious name, domain name, social media handle, hashtag or any other type of name, mark or identifier, regardless of how presented, capitalized or punctuated. FCAT may include Client’s name on a customer list which it provides to prospective customers and Client may otherwise identify itself as a user of a Product (solely as a simple statement of fact) so long as Client uses FCAT’s full legal entity name and its Product name and no reference to FCAT may be made in such as way as to potentially mislead customers of Client.
   4. FCAT may request from time-to-time feedback from Client concerning any Product. Client irrevocably assigns to FCAT all rights in any ideas or expressions of ideas that Client provides to FCAT regarding any Product. All comments, feedback, suggestions, graphics, ideas (including product and advertising ideas), and other information or materials that Client provides to FCAT regarding any Product (collectively, the “Feedback”), will become and remain the exclusive property of FCAT, including any future rights associated with such submissions. Client hereby disclaims any proprietary right in any Feedback, and Client acknowledges FCAT’s unrestricted right to use any Feedback (or materials or ideas similar to such Feedback) in any medium, now and in the future, without notice, compensation or other obligation to Client or to any other person. Further, FCAT has no obligation to keep any Feedback confidential. Finally, Client acknowledges that any Feedback that Client submits does not utilize proprietary or confidential information belonging to any other person.
8. Disclaimer of Warranties; Limitation of Liability
   1. THE PRODUCT (INCLUDING ALL DATA, INFORMATION AND SERVICES MADE AVAILABLE IN CONNECTION WITH THE PRODUCT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED HEREIN FCAT AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR COMPATIBILITY. FCAT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ACCESS TO AND USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.
   2. THE PRODUCT MAY INCLUDE OR PROVIDE ACCESS TO GENERAL NEWS AND INFORMATION, COMMENTARY, INTERACTIVE TOOLS, QUOTES, RESEARCH REPORTS, MARKET AND REFERENCE DATA AND DATA CONCERNING THE FINANCIAL MARKETS, SECURITIES, ASSETS, BENCHMARKS AND OTHER SUBJECTS. SOME OF THIS CONTENT IS SUPPLIED BY COMPANIES THAT ARE NOT AFFILIATED WITH FCAT (COLLECTIVELY, “THIRD-PARTY CONTENT”). FCAT HAS NOT BEEN INVOLVED IN THE PREPARATION, ADOPTION OR EDITING OF THIRD-PARTY CONTENT AND DOES NOT EXPLICITLY OR IMPLICITLY ENDORSE OR APPROVE SUCH THIRD-PARTY CONTENT. NEITHER FCAT NOR THE LICENSORS, SERVICE PROVIDERS OR PROVIDERS OF THIRD-PARTY CONTENT GUARANTEE THE ACCURACY, AVAILABILITY, TIMELINESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT PROVIDED THROUGH THE PRODUCT, INCLUDING THIRD-PARTY CONTENT. CLIENT ACKNOWLEDGES THAT USE OF THE PRODUCT OR ANY INFORMATION OR DATA OBTAINED FROM THE PRODUCT (INCLUDING THIRD-PARTY CONTENT) IS AT ITS SOLE RISK AND RESPONSIBILITY.
   3. THE MAXIMUM AGGREGATE LIABILITY OF FCAT OR ITS AFFILIATES TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF SUCH CLAIM, SHALL BE THE LESSER OF (i) THE ACTUAL DAMAGES SUSTAINED BY CLIENT WITH RESPECT TO SUCH CLAIM, AND (ii) THE AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.
   4. IN NO EVENT SHALL FCAT OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO (i) THIRD-PARTY CONTENT OR OTHER THIRD PARTY PROVIDED MATERIALS INCLUDED IN OR MADE AVAILABLE THROUGH THE PRODUCT OR (ii) ERRORS RESULTING FROM THE DELIVERY OR TRANSMISSION OF DATA OR INFORMATION VIA ELECTRONIC COMMUNICATION THROUGH THE PRODUCT, IRRESPECTIVE OF WHETHER FCAT OR ITS AFFILIATES HAVE BEEN INFORMED OR KNEW OF THE LIKELIHOOD OF SUCH DAMAGES.
   5. IN NO EVENT SHALL FCAT, ITS AFFILIATES. LICENSOR OR SERVICE PROVIDERS OR PROVIDERS OF THIRD-PARTY CONTENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS OR ANY LOSS OF VALUE OF BUSINESS ARISING OUT OF THE USE, RESULTS OF USE, OR INABILITY TO USE THE PRODUCT (OR ANY ASPECT THEREOF), WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN INFORMED OR KNEW OF THE LIKELIHOOD OF SUCH DAMAGES.
   6. IN NO EVENT WILL FCAT OR ITS AFFILIATES BE LIABLE TO CLIENT, ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON DATA, INFORMATION OR SERVICES PROVIDED THROUGH THE PRODUCT.
9. Miscellaneous
   1. Governing Law. This Agreement and the interpretation and application of the provisions hereof shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its choice of law provisions.
   2. Snowflake Terms of Use. Client acknowledges that Client’s participation in the Snowflake Marketplace may be subject to terms of use between Client and Snowflake. Also, to the extent that Client accesses or uses any software-as-a-service offering of Snowflake in connection with the Product, Client’s access or use of such offering may be subject to terms of use, or a separate written agreement, between Client and Snowflake. Client acknowledges that FCAT is not a party to any such terms of use or separate agreement and that FCAT will not have any liability or obligations under any such terms of use or separate agreement.
   3. Entire Agreement; Amendment. This Agreement and any and all amendments constitute the entire understanding between FCAT and Client with respect to the Product and supersedes all prior and contemporaneous discussions and writings between them. With respect to FCAT’s provision of any Product, and Client’s access to and use thereof, no Party shall be bound by any condition, warranty, or representation other than as expressly stated in this Agreement or subsequently set forth in writing and signed by all Parties, except that FCAT may amend this Agreement at any time with or without notice to Client. In continuing to access or use any Product, Client agrees to be bound by this Agreement, as amended from time to time. Client’s or any Authorized Person’s continued use of any Product after any such amendment shall constitute Client’s acceptance of such amendment.
   4. Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order, or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
   5. Assignment. Neither Party may assign this Agreement (by operation of law or otherwise) to any third party without obtaining the prior written consent of the other Party, which consent may be withheld in a Party’s sole discretion; provided, however, that FCAT may assign this Agreement to an affiliate upon written notice to Client and provided further that FCAT may assign this Agreement along with the disposition of substantially all of the business and assets of FCAT to which this Agreement relates, or in connection with the merger or corporate reorganization involving FCAT. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each party.
   6. Relationship of Parties. Nothing in this Agreement shall create or be deemed to create a relationship of agency, partnership, joint venture, employment, or franchise between any of the Parties in any way. Neither Party shall represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent the other Party as agent, as employee, or in any other capacity.
   7. Use of Other FCAT Affiliates. In providing the Product, FCAT may use the services of its affiliates and delegate tasks and activities to other affiliates. As such, the rights and protections set forth herein that are applicable to FCAT shall extend to such affiliates. Notwithstanding FCAT’s use of such services or delegation of tasks and activities, with regard to any breach of this Agreement or any other matter or dispute arising out of or otherwise related to the Product or any of the activities contemplated by this Agreement, Client shall look solely to FCAT (and not to any other FCAT affiliate) for recourse with respect thereto.
   8. Force Majeure. Neither Party shall be held responsible for any delay or failure to perform any part of this Agreement to the extent such delay or failure results from any cause beyond its reasonable control and without the fault or negligence of the Party claiming excusable delay, such as acts of God, pandemic, acts of war or terrorism, extraordinary acts of the United States of America or of any state, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes, embargoes, computer viruses, unauthorized access, systems failure, failure or technical difficulties with software, hardware or other equipment, downtime for hardware and software maintenance, unusual volumes of traffic, failure of data processing services or communications lines, telephone or other interconnect problems, cyber-attacks or intrusions, theft, government restrictions, exchange or market rulings, extreme market volumes, market volatility or disruptions or suspension of trading (whether declared or undeclared), quote vendor or other third-party errors, failures or outages in orderly trading on any exchange or market, failure of utility services, adverse weather or events of nature or other conditions beyond the reasonable control of the affected Party.
   9. Third-Party Beneficiaries. This Agreement is not intended, and shall not be construed, to confer on or give to any person or entity, including, without limitation, any Customer, other than the Parties hereto (and any of their permitted assignees hereunder), any rights, remedies or other benefits under or by reason of this Agreement.
   10. Waiver. A Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions as to future violations thereof, nor prevent that Party thereafter from enforcing each and every other provision of this Agreement. The rights granted to the Parties herein are cumulative and the waiver by a Party of any single remedy shall not constitute a waiver of such Party’s right to assert all other legal remedies available to such party under the circumstances.
   11. Headings. Section and paragraph headings used herein are only for convenience and will not be used to broaden or limit this Agreement.
   12. Arbitration. All controversies or claims arising out of or relating to this Agreement or any alleged breach of this Agreement shall be settled by arbitration in Boston, Massachusetts. The arbitration shall be conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures before a panel of three arbitrators. The Parties shall jointly request that (i) one member of the arbitration panel shall be a person experienced in the business of money management; and (ii) the panel shall deliver to the Parties a reasoned award in writing. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq., and a judgment upon the award entered by the arbitrator may be entered in any court having jurisdiction thereof. Except as otherwise expressly provided in this Agreement, the procedures specified in this Section 9.l shall be the sole and exclusive procedure for the resolution of disputes arising out of or relating to this Agreement; provided, however, that either Party may seek a preliminary injunction or other preliminary judicial relief if necessary to avoid irreparable harm.
   13. Notices. All notices and communications relating to this Agreement shall be in writing and shall be deemed to have been duly given if delivered to, and received by, a Party’s email address specified below (or such successor email address as may be designated by a Party via written notice).

       FCAT: ContactSherlock@fmr.com

       Client: The email address linked to Client’s Snowflake Marketplace account.