Terms & Conditions
Thank you for using Ephemeron Research. BY USING THE Ephemeron Research SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF Ephemeron Research’ ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”) AND DATA (THE “DATA”). IF YOU ARE ENTERING IN TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESES TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
Eligibility. By using our Sites, you warrant that you are 18 years of age or older and have the legal authority to enter into these Terms.
Introduction
As part of the Service, Ephemeron Research will provide you with use of the Service, including Data, a browser interface and data, transmission and access. Your use of the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Ephemeron Research website incorporated by reference herein, including but not limited to Ephemeron Research’s privacy and security policies.
1. License Grant & Restrictions
Ephemeron Research hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Ephemeron Research and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way, except with Ephemeron Research’s prior written consent; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.
2. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Ephemeron Research immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Ephemeron Research immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Ephemeron Research user or provide false identity information to gain access to or use the Service.
3. Intellectual Property Ownership
Ephemeron Research alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Ephemeron Research Technology, the Content, the Data and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Ephemeron Research Technology or the Intellectual Property Rights owned by Ephemeron Research. The Ephemeron Research name, the Ephemeron Research logo, and the product names associated with the Service are trademarks of Ephemeron Research or third parties, and no right or license is granted to use them.
4. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly or annually in advance as agreed upon in an Order Form or through the Online Order Center. All subscriptions may be cancelled at any time. You are responsible for paying for all licenses ordered for the entire License Term, whether or not such licenses are actively used. Ephemeron Research reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
5. Billing and Renewal
All fees and charges are denominated and payable in United States Dollars (USD). Ephemeron Research charges and collects in advance for use of the Service and Data. Ephemeron Research will automatically renew and issue an invoice to you each month on the subsequent anniversary or as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis. Ephemeron Research’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Ephemeron Research’s income. You agree to provide Ephemeron Research with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Ephemeron Research reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
6. Non-Payment and Suspension
In addition to any other rights granted to Ephemeron Research herein, Ephemeron Research reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or Ephemeron Research initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Ephemeron Research may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Ephemeron Research reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.
7. Termination upon Expiration
This Agreement commences on the Effective Date. Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Ephemeron Research’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.
8. Disclaimer Regarding Investment Decisions and Trading
The information provided on the Ephemeron Research website is not intended as financial advice. Ephemeron Research does not offer financial advisory services. Visitors are encouraged to consult with qualified financial professionals for personalized advice tailored to their individual financial situations. Decisions to buy, sell, hold or trade in securities, commodities and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in securities or other investments involves a risk of substantial losses. The practice of "Day Trading" involves particularly high risks and can cause you to lose substantial sums of money. Before undertaking any trading program, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through Ephemeron Research or its services.
9. Disclaimer Regarding Hypothetical Performance Results
Hypothetical performance results have many inherent limitations. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. Ephemeron Research acknowledges that past performance is not indicative of future results and advises users to exercise caution and diligence when interpreting such data. Furthermore, Ephemeron Research explicitly disclaims responsibility for the future results of any information provided on its website or related platforms. Users should be aware that investment decisions based on information obtained from Ephemeron Research are made at their own risk, and Ephemeron Research shall not be held liable for any losses incurred as a result of such decisions. By accessing and using this website, users agree to release Ephemeron Research from any and all liability related to the use of its content or services. It is recommended that users consult with financial professionals and conduct their own independent research before making any investment decisions.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Ephemeron Research Technology, Service or Data will be deemed a material breach of this Agreement. Ephemeron Research, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Ephemeron Research may terminate a free account at any time in its sole discretion.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Ephemeron Research represents and warrants that it will provide the Service and Data in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Ephemeron Research help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and Data and that your billing information is correct.
12. Mutual Indemnification
You shall indemnify and hold Ephemeron Research, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Ephemeron Research (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Ephemeron Research of all liability and such settlement does not affect Ephemeron Research’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Ephemeron Research shall have no indemnification obligation, and you shall indemnify Ephemeron Research pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service and Data with any of your products, service, hardware or business process(s).
13. Disclaimer of Warranties
Ephemeron Research and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Ephemeron Research and its licensors do not represent or warrant that (A) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (B) the service will meet your requirements or expectations, (C) any data will be accurate or reliable, (D) the quality of any data, products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (E) errors or defects will be corrected, or (F) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable lay by Ephemeron Research and its licensors. Ephemeron Research expressly does not take any responsibility for any profitability or losses incurred in association with Ephemeron Research products. All the risks of using Ephemeron Research data are borne strictly by the data licensors. No refunds are provided on any data products.
14. Internet Delays
Ephemeron Research’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Ephemeron Research is not responsible for any delays, delivery, failures, or other damage resulting from such problems.
15. Limitation of Liability
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the one (1) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omissions, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
16. Force Majeure
Ephemeron Research shall have no liability to Subscriber for any damages whatsoever arising out of or as a result of the failure by Ephemeron Research to provide Service, including when the failure is a direct or indirect result of any other use or circumstance beyond the reasonable control of Ephemeron Research (including, without limitation, acts of God, acts of public enemy, war, accidents, fires, electrical or equipment failures, strikes, postal delays, explosions or governmental orders or regulations).
17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Modification to Terms
Ephemeron Research reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Ephemeron Research but may be assigned without your consent by Ephemeron Research to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Ephemeron Research directly or indirectly owning or controlling 50% or more of you shall entitle Ephemeron Research to terminate this Agreement for cause immediately upon written notice.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please contact us.