Two Sigma - Macro Event Risk Survey
- Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, access or use the survey. You additionally represent, warrant and agree that (i) you shall maintain any and all licenses and registrations necessary for you to provide any User Content (as defined below) to the survey; (ii) your use of the survey (including posting User Content) is in compliance with your employer’s compliance policies (if applicable) and you have received all necessary approvals from any such employer for your use of the survey; (iii) you are in compliance with the laws and regulations of each country, political subdivision, and regulatory, self-regulatory or membership organization that has jurisdiction over you or of which you are a member relating to trading in or advising others regarding purchasing or selling securities, commodities, currencies or any financial instrument or contract for the exchange of value, services or risk that is traded on any market or otherwise; and (iv) you are not a proprietary trader for your employer in any asset class as to which you are submitting User Content. We may, in our sole discretion, refuse to offer the survey or Survey Results to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these terms are in compliance with all laws, rules and regulations applicable to you and the right to access the survey or Survey Results is revoked where these terms or use of the survey is prohibited or to the extent offering, sale or provision of the survey conflicts with any applicable law, rule or regulation, or an employer’s compliance policies. Further, the survey and Survey Results are offered only for your use, and not for the use or benefit of any third party.
- User Content. All content added, created, uploaded, submitted, distributed, or posted to the survey by users, including responses to survey questions (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You have sole discretion as to whether you may make any User Content available to us. Without limiting the foregoing, User Content may include ideas, research, other types of information regarding any type of markets, issuers, instruments or contracts, including without limitation securities, commodities, currencies or any financial instrument or contract for exchange of value, services or risk that is traded on any market or otherwise, on any and all communications platforms, including any proprietary system created by or for us. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, regulations and employer policies. You acknowledge that all content, including User Content, accessed by you using the survey or Survey Results is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any content you access on or through the survey or Survey Results is or will continue to be accurate.
- Our Use of content. We acknowledge and agree that no content that you submit to the survey, including User Content is an offer (or solicitation of an offer) to buy or sell the securities, commodities, currencies, financial instruments or contracts for the exchange of value, services or risk contained in any Content. We understand that you or your affiliates may buy, sell, lend, own, act as market maker, recommend investment or trading ideas to your clients regarding or publish research or views on the markets, issuers, securities, commodities, currencies, financial instruments or contracts for the exchange of value, services or risk contained in content that you submit, or related commodities, currencies, financial instruments or contracts for the exchange of value, services or risk, at any time, including prior to making the content available to the survey, or in a manner that is inconsistent with the substance or meaning of the content. You undertake and agree that our use of content (including User Content) including, but not limited to, in any investment strategy or system which utilizes such content or any part thereof, together with any documents or other materials existing now or in the future in any medium relating thereto, including, without limitation, reports, memoranda, presentations, performance rankings or other aggregations, websites, contribution systems, internal electronic and written correspondence, analyses, publications, training materials and manuals developed solely by or for us or our clients relating thereto (the “Derived Information IP”), shall be considered our proprietary intellectual property, and we shall own all right, title and interest therein. You agree to, at our expense, reasonably cooperate with us and execute all documents reasonably requested by us to enable us to perfect, preserve, register and record our rights in the Derived Information IP.
- Notices and Restrictions. The survey and Survey Results may contain content specifically provided by us, our partners or our users and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the survey.
- Use License. Subject to these terms, we grant each user of the survey a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) survey data or results, or reports with respect to survey data or results (“Survey Results”), distributed directly to you. You may not redistribute, disseminate, publish, or display Survey Results, in whole or in part, without our prior written consent. For the avoidance of doubt, this license does not apply to the Survey Content other than Survey Results.
- License Grant. By submitting User Content through the survey, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the survey, the Survey Results, and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Survey Results (and derivative works thereof) in any media formats and through any media channels (including, without limitation, public portions of our websites, third party websites, investor newsletters and feeds), and including after completion or termination of your relationship with us relating to the survey, Survey Results or otherwise. You acknowledge and agree that we are not required to delete, remove or otherwise cease use of your User Content following any termination of the survey or your relationship with us. You also hereby do and shall grant each user of the survey, and any party to whom we send User Content or Survey Results, a non-exclusive, perpetual license to access your User Content, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of the survey or your relationship with us. The foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. Without limiting the foregoing, we reserve the right to use any User Content for our own purposes and on behalf of investment funds and accounts managed or advised by us in any manner. Furthermore, we may store, retain, analyze, copy, transfer, distribute, reproduce or make any portion of any posted User Content available to others including without limitation in the form of reports, memoranda, presentations, performance rankings, other aggregations, or Survey Results.
- Information that We Provide is not Advice. You agree that any information that we may provide to you from time to time regarding or derived from any content (including User Content), including Survey Results, is not developed or provided by us as investment, accounting, legal, tax or other advice and will not be used or treated by you as such. Any information provided to you during your use of the survey or Survey Results is intended for informational and educational purposes only. You hereby acknowledge that we do not operate the survey or Survey Results as an offer to, or solicitation of, any potential clients or investors for the provision by us of investment management, advisory or any other related service. You agree not to construe any content or materials listed on the survey as investment advice or as an offer to sell, or as a solicitation of an offer to buy, any security or other instrument. We make no guarantees as to the quality, reliability, timeliness or accuracy of the survey or Survey Results. We (and our clients and affiliates) may have market views or opinions that materially differ from those presented in the survey or Survey Results, and may have significant financial positions consistent or inconsistent with the information therein. We (and our clients and affiliates) may use any User Content or Survey Results for our own purposes and on behalf of investment funds and accounts managed or advised by us (or our clients and affiliates) in any manner, including trading on some or all of the User Content or Survey Results, which may include User Content or Survey Results not (or only partially) distributed to you or to other users.
- Accuracy of Content. Certain content contained in the survey and/or Survey Results has been prepared or provided by third parties, and we will not bear any liability with respect to its use. Furthermore, we do not undertake any responsibility to update, correct or amend any information contained in the survey, Survey Content, User Content, or in the Survey Results.
- Availability of Content. We do not guarantee that any Survey Results will be made available to you. Your participation in the survey and provision of User Content is independent and not in exchange for our provision of the Survey Results, or for any cash or other compensation to you or any other party. We do not guarantee that we will continue providing use or access to the survey(s) or Survey Results. We reserve the right to, but do not have any obligation to, remove, block, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if we are concerned that you may have violated these terms), or for no reason at all.
- Rules of Conduct. As a condition of use, you agree not to use the survey for any purpose that is prohibited by these terms. You are responsible for all of your activity in connection with the survey. You represent, warrant and covenant that you shall not (and shall not permit any third party to) either take any action with respect to, or upload, download, post, submit or otherwise distribute or facilitate distribution of, any content in the survey, including without limitation any User Content, that: (a) is based on your knowledge of any material non-public information (including information of or about you or your activities or those of your clients) or constitute material, non-public information (including information of or about you or your activities); (b) will be part of an effort to manipulate any market or price, including through subsequent dissemination of content (including Survey Results) or related information. You recognize that we will not be aware of the use that will be made by you in your business or otherwise of any content or related information after submission of such content to the survey. Accordingly, you agree that we will rely on you to ensure that no content will be submitted if trading by us based on such content could reasonably be expected to adversely affect trading by others based on a contemplated subsequent dissemination of the content or information related to the content (including Survey Results); (c) is in violation of your employer’s compliance policies; (d) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (e) you know or have reason to believe is false, misleading, untruthful or inaccurate; (f) impersonates any person or entity, including any of our employees or representatives; or (g) includes anyone’s identification documents or sensitive financial information. You shall not: (x) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the survey or Survey Results (or other accounts, computer systems or networks connected to the survey); (y) run any form of auto-responder or “spam” on the survey; or (z) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the site where the survey is located or “harvest” or “scrape” any Survey Content.
- You shall not (directly or indirectly): (i) modify, translate, or otherwise create derivative works of any part of the survey or Survey Content, (ii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (iii) use any portion of the survey, content, Survey Content, or Survey Results or any data presented herein or distributed hereunder to create a site or service that is any way competitive with us or the survey and Survey Results. You shall abide by all applicable local, state, national and international laws and regulations. You shall comply with all applicable security and other procedures imposed by the communications platform through which you submit content.
- We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, governmental, exchange, self-regulatory organization, market data vendor or employer request, (ii) enforce these terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
- We reserve the right, but do not have the obligation, to access, archive, or monitor any use of the survey, or your use of the survey and your communications to the survey, subject to any use or privacy policies of Qualtrics, LLC. By using the survey, you accept our right to access, archive, and monitor usage to ensure service quality, or to evaluate the survey, the security of the survey, compliance with these terms, compliance with applicable laws, rules or regulations or for any other reason. You agree that our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor your usage of the survey and enforce, or fail to enforce, these terms. You further agree that in no event will we be liable for any damages incurred by you as a result of our usage monitoring.
- Warranty Disclaimer and Limitation of Liability. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to the survey; what content you access; or how you may interpret or use the content including the Survey Results. You release us from all liability for you having acquired or not acquired content through the survey including Survey Results. We make no representations concerning any content contained in or accessed through the survey, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the survey including the Survey Results. You acknowledge that the survey is hosted by Qualtrics, LLC, which may provide the following services relating to Two Sigma’s survey: data warehousing, web site hosting, web intercepts, emailing survey invitations, and the analysis of research and surveys. THE SURVEY AND CONTENT INCLUDING SURVEY RESULTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SURVEY OR SURVEY RESULTS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SURVEY OR SURVEY RESULTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SURVEY OR SURVEY RESULTS WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SURVEY AND SURVEY RESULTS IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SURVEY (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION ), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $50.00.
- Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the survey, content, Survey Results, or otherwise from your User Content, violation of these terms, or infringement by you, or any third party using your account or identity in the survey, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
- Governing Law and Jurisdiction. These terms shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflicts or choice of law or principle that might otherwise refer construction or interpretation of these terms to the substantive law of another jurisdiction. You hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City, for the purposes of adjudicating any matter arising from or in connection with these terms. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS AND CONDITIONS OR USE OF THE SERVICES.
- Modification. We reserve the right, in our sole discretion, to modify or replace any of these terms, or change, suspend, or discontinue the survey (including without limitation, the availability of any feature, database, or content, including the Survey Results) at any time without notice or liability. We may also impose limits on certain features and services or restrict your access to parts or all of the survey or Survey Results without notice or liability. It is also your responsibility to check these terms periodically for changes. Your continued use of the survey or Survey Results following notification of any changes to these terms constitutes acceptance of those changes.
- Entire Agreement and Severability. These terms are the entire agreement between you and us with respect to the survey, including use of the Survey Results, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the survey or Survey Results other than provisions applicable to you of any Contributing Firm Agreement you or your employer may have entered into. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. These terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent, except that the obligation shall inure to your successor(s). We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these terms.
- Notices. Unless otherwise specified in these terms, all notices under these terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
- No Waiver. Our failure to enforce any part of these terms shall not constitute a waiver of our right to later enforce that or any other part of these terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- Headings. The section and paragraph headings in these terms are for convenience only and shall not affect their interpretation.
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