By clicking “Accept” or using the services, you (“Client”) agree to be bound by this Agreement and the Terms and Conditions contained herein with Turing EAM Solutions, LLC, a wholly owned subsidiary of Turing Technology Associates, Inc. (“Turing”).
WHEREAS, Turing provides enabling technology and data services with respect to the creation and maintenance of Data Files (as defined below) that can be used to support the creation and maintenance of Stock Picker’s Scorecard products (including, but not limited to Stock Picker’s Score Card Report, Client Acquisition Report, and Hidden Gems Report).
WHEREAS, Turing owns intellectual property that applies to the field of Stock Picker’s Scorecard, construction and maintenance of Stock Picker’s Scorecard solutions, and related fields (the “Intellectual Property”).
WHEREAS, Client desires to retain Turing to support its ability to create Stock Picker’s Scorecard products, and Turing desires to furnish such services in the manner and on the terms and conditions set forth in this Agreement.
WHEREAS, Client or its agent desires to use certain intellectual property rights of Turing related to Stock Picker’s Scorecard, and Turing desires to grant Client or its agents a limited license to use such intellectual property rights in the manner and on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, Client and Turing agree as provided below. Client agrees to use its best efforts to cause its agents, its clients and any other applicable third parties to comply with all applicable provisions of this Agreement.
1. TECHNOLOGY AND DATA SERVICES
(a) Data File Design Specifications. Turing will develop one or more data files (each a “Data File”), using its proprietary technology, pursuant to a predetermined set of funds provided and confirmed through email, subject to modification once per quarter. Turing will deliver to Client one or more Data Files containing scores as are generated by the application of Turing’s technology, consistent with the Design Specifications.
(b) Periodic Regeneration of Data Files. In accordance with the Design Specifications, Turing will regenerate and deliver to the Client an updated Data File or Data Files on a monthly basis, which will provide analysis and assessments pertaining to the mutual funds selected by Client. Client may request to change the selected mutual funds analyzed up to once per calendar quarter. Any changes are subject to Provider’s approval based on data availability. Fund changes will take effect at the start of the next reporting period following Provider’s written approval of the change request.
(c) Use of Data Files. Client or its agents may use each of the Data Files exclusively pursuant to this Agreement in connection with Client’s services to its clients.
2. GRANT OF LICENSE
(a) Intellectual Property Rights. As between the parties, Turing reserves all right, title and interest in and to each and all of the Data Files and the Intellectual Property and all intellectual property rights associated therewith. Client shall not obtain any ownership interest in any of the Intellectual Property. This Section 2 sets forth the entirety of Client’s or its agents’ right to use the Intellectual Property. All rights in and to the Intellectual Property not expressly granted to Client or its agents herein are reserved to Turing.
(b) Patents. Turing holds rights in inventions associated with the Data Files, and has applied for and/or holds one or more patents in one or more jurisdictions for inventions associated with the Stock Picker’s Scorecard, but solely to the extent necessary for Client and/or its agents to utilize the Stock Picker’s Scorecard.
(c) Use of Trademarks. During the term of this Agreement and subject to the terms and conditions set forth herein, Turing grants to Client a nonexclusive, non-transferable, non-assignable, non-sublicensable, revocable license to use the mark(s) listed in the Design Specification of Attachment A, if any (such marks identified herein as the Trademarks) in connection with the offer, sale, distribution, marketing and promotion of, and as part of the name of, any product managed by Client or its agents which incorporates or is based at least in part on Turing’s Stock Picker’s Scorecard. Such license will terminate upon termination of this Agreement for any purpose, including if Client fails to fully provide the Compensation set out in Section 3 below. Turing shall have discretion and control over the manner of use of each such Trademark by Client. Client shall notify Turing each time Client elects to make new use any of the Trademarks and provide Turing an opportunity to review the proposed new use of the Trademark to ensure its use is consistent with how the Trademark should be used. Client agrees to use the Trademarks only consistent with Turing’s instructions on the manner in which they may be used and shall cease the use of any such Trademark immediately upon notification by Turing that such use is inconsistent with Turing’s instructions. Client and its agents will protect the goodwill and reputation of Turing in connection with its public statements regarding any product managed by Client or its agents pursuant to this Agreement, including the marketing, promotion, and distribution thereof.
3. COMPENSATION
As compensation for Turing’s services provided pursuant to this Agreement, Client will pay to Turing a subscription fee as stated below. Fees are exclusive of any applicable sales, use, excise, withholding or other taxes, which will be the responsibility of Customer (except taxes based on Provider’s net income). Provider reserves the right to modify its fee structure by providing Customer 60 days prior written notice before the end of the current subscription term. Any fee changes will take effect at the start of the subsequent renewal term.
Professional – Basic (Standard SPS) $399/month or $3,990/yearly
Professional – Premier (Standard SPS, Hidden Gems, 1 CA Report/month) $549/month or $5,490/yearly
Separate Reports – Hidden Gems Report $99
Client Acquisitions Report $199
4. EXPENSES
Except for expenses specifically agreed to be paid by Turing, Turing will not be liable for any expenses of Client or its agents, including, without limitation: (a) interest and taxes; and (b) administrator’s fees and expenses. Turing will pay its own expenses incurred in furnishing the services to be provided by it pursuant to this Agreement.
5. SERVICES NOT EXCLUSIVE
It is understood that the services of Turing are not exclusive, and nothing in this Agreement will prevent Turing from providing similar services to other clients and/or agents, or from engaging in other activities.
6. COOPERATION
Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction in connection with any investigation or inquiry relating to this Agreement, provided, however, that the party cooperating with any such governmental authority shall promptly notify the other party of any such cooperation, subject to applicable law.
7. REPRESENTATIONS AND WARRANTIES
(a) Turing. Turing represents, warrants and covenants to Client that:
(i) All actions necessary for the authorization, execution and delivery of this Agreement have been taken;
(ii) The Agreement is a valid and binding obligation of Turing enforceable in accordance with its terms; and
(iii) It has the necessary rights and authority to grant the licenses contained herein.
(b) Client. Client represents, warrants and covenants to Turing that:
(i) All actions necessary for the authorization, execution and delivery of this Agreement have been taken; and
(ii) The Agreement is a valid and binding obligation of Client enforceable in accordance with its terms.
8. LIABILITY
TURING MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN SECTION 7. ANY AND ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, THOSE FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED WITH RESPECT TO THE INTELLECTUAL PROPERTY. TURING MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE INTELLECTUAL PROPERTY OR ANY DATA INCLUDED THEREIN. TURING WILL OBTAIN DATA FROM SOURCES IT BELIEVES TO BE RELIABLE, BUT THE ACCURACY AND COMPLETENESS OF THE INTELLECTUAL PROPERTY ARE NOT WARRANTED AND THEY ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Except as provided in Section 9 of this Agreement, and as may otherwise be required by applicable law, Client agrees that Turing, any affiliated person of Turing, and each person, if any, who controls Turing, will not be liable for, or subject to any losses, claims, damages, liabilities or expenses in connection with any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misconduct, bad faith, or gross negligence in the performance of Turing’s duties, or by reason of reckless disregard of Turing’s obligations and duties under this Agreement.
9. INDEMNIFICATION
(a) Turing. Turing will indemnify and hold harmless Client and its affiliates, and their trustees, directors, managers, officers, employees, agents, and each person, if any, who controls Client or its agents, against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and amounts paid in settlement with the written consent of Turing) to which such indemnified parties may become subject under any statute, regulation, at common law, or otherwise, insofar as such losses, claims, damages, liabilities or expenses arise out of, or as a result of, Turing’s (i) willful misconduct, bad faith, or gross negligence in the performance of its services or obligations under this Agreement, (ii) infringement by any license or service provided to Client under this Agreement of intellectual property rights of third parties, or (iii) breach of any representations or warranties under this Agreement; provided, however, that Turing shall not be required to indemnify any Indemnified Licensee Party for any claims arising out of, or as a result of, any such Indemnified Licensee Party’s willful misconduct, bad faith or gross negligence.
(b) Client. Client will indemnify and hold harmless Turing and its affiliates, and their trustees, directors, managers, officers, employees, agents, and each person, if any, who controls Turing, against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and amounts paid in settlement with the written consent of Client or its agents) to which such indemnified parties may become subject under any statute, regulation, at common law, or otherwise, insofar as such losses, claims, damages, liabilities or expenses arise out of Client’s or its agents’ willful misconduct, bad faith, breach of fiduciary duty or gross negligence in the performance of its obligations under this Agreement, or Client’s or its agents’ reckless disregard of its obligations under this Agreement, and hereby agrees to indemnify Turing for errors made by Client or its agents in their use of the Data Files, however, in no case is Client’s or its agents’ indemnity in favor of such indemnified persons to be deemed to protect such persons against any liability to which any such persons would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations and duties under this Agreement.
(c) Notifications. Each party shall promptly notify the other party of any action commenced against it for which indemnity may be sought hereunder, but a party’s failure to so notify the other party shall not relieve the party from any liability which it may have otherwise than on account of this indemnity agreement.
10. TERM AND TERMINATION
This Agreement will take effect as of the date hereof and will automatically renew on a month-to-month basis unless cancelled by either party with 30 days written notice.
11. CONFIDENTIAL INFORMATION
(a) Client’s Confidential Information. Turing agrees that Client’s confidential information (“Client’s Confidential Information”) consists of, but is not limited to, the following (but acknowledges the right of Client or its agents to disclose such information): (i) all documents, reports, records, books, files and other materials relating to Client, whether provided by Client or its agents or created or maintained by Turing in connection with the performance of its obligations under this Agreement; (ii) information marked confidential; (iii) Client’s non-public personal information; and (iv) information which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential. Turing recognizes that Client’s or its agents’ business interests require a confidential relationship between Client or its agents and Turing and the fullest practical protection and confidential treatment of Client’s Confidential Information. Turing agrees that Client’s Confidential Information is proprietary to Client, and is owned exclusively by Client, and that disclosure would be harmful and damaging to Client’s or its agents’ business. Except as otherwise permitted by this Agreement or as required by legal process or by any governmental or regulatory authority having jurisdiction over it, Turing will not disclose, disseminate or use any of Client’s Confidential Information, without Client’s prior written consent, until such time as such information may come into the public domain. Turing will take any and all reasonable actions to limit disclosure of Client’s Confidential Information to only those employees, officers, consultants and agents of Turing who need to know such information to perform their duties in the ordinary course of business in relation to this Agreement.
(b) Turing’s Confidential Information. Client agrees that Turing’s Confidential Information (“Turing’s Confidential Information, and together with Client’s Confidential Information, the “Confidential Information”) consists of, but is not limited to, the following: (i) the Intellectual Property; (ii) the Data Files; (iii) all other documents, reports, records, books, files and other materials relating to Turing, other than those materials defined as Confidential Information by Client in Section 11(a) above; and (iv) information which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential. Client agrees that Turing’s business interests require the fullest practical protection of Turing’s Confidential Information. Client agrees that Turing’s Confidential Information is proprietary to Turing and is owned exclusively by Turing, and that disclosure would be harmful and damaging to Turing. Except as otherwise permitted by this Agreement or as required by legal process or by any governmental or regulatory authority having jurisdiction over it, Client or its agents will not disclose, disseminate or use any of Turing’s Confidential Information without Turing’s prior written consent, until such time as such information may come into the public domain. Client will take any and all reasonable actions to limit disclosure of Turing’s Confidential Information to only those employees, officers, consultants and agents of Client who need to know such information to perform their duties, in the ordinary course of business, in relation to this Agreement.
(c) Termination and Confidential Information. Upon termination, and upon request at any time during the term of this Agreement, either party will promptly deliver to the other any and all Confidential Information of the other party then in the delivering party’s possession in any form or format, or certify to the destruction of such Confidential Information. However, the delivering party will be authorized to maintain such copies of Confidential Information as necessary to fulfill its legal and regulatory requirements, and for no other purpose.
(d) Disclosure of Confidential Information. If either party becomes legally compelled to disclose any Confidential Information of the other party or is served with any regulatory request, subpoena, discovery device or other legal process seeking Confidential Information of the other party, the party being so compelled may provide such Confidential Information provided that it will first provide the other party with prompt written notice to that effect, so that the other party may seek a protective order concerning such Confidential Information. If a protective order or other remedy is not obtained, the party being compelled to disclose the Confidential Information agrees to furnish only that portion of the Confidential Information that it is legally required to provide and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information to be disclosed.
12. NOTICES
Any notice, instruction or other communication required or contemplated by this Agreement will be in writing. All such communications will be addressed to the recipient at the email address provided in the profile.