Deepdive Master Service Agreement

This Master Services Agreement (this “MSA”) is entered into by and between Headline Services US, LLC, a Delaware limited liability company with offices at 101 Montgomery Street, San Francisco, CA 94129 (“Headline”), and the individual or entity entering into this MSA (“Customer”) as of the date Customer clicks to accept this MSA, accesses or uses the Service, or authorizes or permits any Authorized User to access or use the Service (the “Effective Date”). This MSA together with any Supplemental Terms, order forms and all other terms and conditions are collectively referred to herein as the “Agreement”. By clicking to accept this Agreement or otherwise accessing or using the Service, or authorizing or permitting any Authorized User to access or use the Service, Customer agrees to be bound by this Agreement. If the individual entering into this Agreement is doing so on behalf of a company, organization or other legal entity, such individual is agreeing to this Agreement for that legal entity and representing to Headline that such individual has the authority to bind such legal entity to this Agreement, in which case the term “Customer” refers to such legal entity. If the individual agreeing to this Agreement does not have authority to enter into this Agreement or if Customer does not agree with this Agreement, there will be no agreement entered into between Headline and Customer and Customer must not use or authorize any use of the Service. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”), all of which are incorporated herein by reference.

1. DEFINITIONS

1.1     “Authorized Users” means individuals who are Customer’s employee or contractor personnel authorized by Customer to access and use the Service.

1.2     “Customer Data” means Submitted Data and Outputs.

1.3     “Dashboard” means the web-based user interface for Customer to access portions of the Service.

1.4     “DPA” means the data processing addendum set forth here.

1.5     “Documentation” means any user instructions, manuals, on-line help files, privacy policies or other materials that are provided by Headline in connection with the Service.

1.6     “Headline Technology” means, collectively, the Service, Documentation, and any other services to be provided pursuant to the Agreement.

1.7.     “Outputs” means outputs or results based on the processing of Submitted Data via the Service that are returned to Customer.

1.8.     “Service” means Headline’s proprietary Software-as-a-Service platform for financial analytics.

1.9     “Submitted Data” means any data pertaining to that is submitted by Customer or Authorized Users to the Service to be processed by the Service.

2. SERVICES

2.1     Services. The Service consists of two primary service options: a standard tier and a higher-level service tier, which among other things permits Headline and its affiliates to make enhanced usages of Customer’s data (the “Enhanced Data Usage”), which are both offered free of charge. To the extent that Customer agrees to opt-in to Headline having rights to Enhanced Data Usage, Customer agrees that:

1. Customer’s Submitted Data may be aggregated with the Submitted Data of other users of the Service as Aggregated De-Identified Data (as defined below) for the sole purposes of benchmarking Customer’s data against other Submitted Data; and
2. Other users of data submitted pursuant to the opt-in for Enhanced Data Use may use Aggregated De-Identified Data solely for internal business purposes; and
3. Headline or its affiliates may internally use Customer Data for business purposes (including investment related decisions) and/or to provide, improve, develop, optimize and/or maintain the Service, provided that Headline will not use the Submitted Data for any other purposes.

2.2     Authorization. Subject to Customer’s ongoing compliance with the terms of the Agreement, Headline hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, internal right to access and use, and allow Authorized Users to access and use, the Service and Dashboard solely for Customer’s internal business purposes and subject to the terms of this Agreement and any limitations set forth in any Supplemental Terms.

2.3     Documentation. Headline hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license, during the Term to use any Documentation in connection with Customer’s use of the Service and make only those copies of the Documentation reasonably necessary to exercise Customer’s rights hereunder.

2.4     Modifications. Customer acknowledges that Headline may modify the features and functionality of the Service at any time.

3. ACCESS AND USE

3.1     Account and User Logins. In order to access and use the Service, Customer must register an account on the Service (the “Customer Account”). Customer agrees to provide all information required in connection with registering the Customer Account and to keep such information, true, accurate and up to date. Customer may be able to provision access under the Customer Account to the specified number of individual Authorized Users (“User Logins”) who will have the ability to access, modify and share Customer Data on the Dashboard. Customer acknowledges and agrees that each Authorized User must be an individual person and a User Login cannot be shared or used by any other person. User Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing access to or use of the Service. Customer and Authorized Users are responsible for maintaining the confidentiality of all access credentials for the Customer Account and User Logins.

3.2     Compliance. Customer is responsible for compliance with the provisions of this Agreement by Customer’s personnel and agents, including Authorized Users, and for any and all activities that occur under the Customer Account, which Headline may verify from time to time. Without limiting the foregoing, Customer is solely responsible for ensuring that its and its personnel’s and agents’ use of the Service is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with third parties.

3.3     Restrictions. Customer shall not, directly or indirectly, and shall not permit any Authorized User or third party to:

1. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Headline Technology (except to the extent expressly made available to Customer by Headline or permitted by applicable law notwithstanding this restriction);
2. write or develop any program based upon the Headline Technology or any portion of any of the foregoing, or otherwise use the Headline Technology in any manner for the purpose of developing, distributing or making available products or services that are similar to or compete with the Headline Technology;
3. sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Headline Technology or any rights to any of the foregoing;
4. permit the Headline Technology to be accessed or used by any persons other than Authorized Users accessing or using the Headline Technology in accordance with the Agreement;
5. use the Service in any manner where Customer acts as a service bureau or to provide any outsourced business process services;
6. alter or remove any trademarks or proprietary notices contained in or on the Headline Technology;
7. circumvent or otherwise interfere with any authentication or security measures of the Headline Technology or otherwise interfere with or disrupt the integrity or performance of the foregoing;
8. use the Service to store or transmit any “protected health information” as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), unless expressly agreed to otherwise in writing by Headline;
9. use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
10. launch or facilitate, whether intentionally or unintentionally, a level of traffic on the Service, or engage in any other conduct that materially and adversely impact the security, availability, or stability of the Service; or
11. otherwise use the Headline Technology except as expressly permitted hereunder. Customer represents and warrants that it or, as applicable, Authorized Users have all rights, authorizations, and consents to provide Submitted Data to Headline and Customer has all rights, authorizations, and consents to grant Headline the rights and permissions to use and process the Submitted Data as contemplated by this Agreement and the function of the Service. Customer represents and warrants that it and all Authorized Users will, at all times during the Term, comply with all applicable laws in connection with its use of the Headline Technology, Outputs, or Submitted Data.

3.4     Right to Suspend. Customer acknowledges and agrees that Headline may, but is under no obligation to monitor use of the Service under the Customer Account. Without limitation to any other remedy available to Headline, Headline may suspend Customer’s, or an Authorized User’s access to the Service for any period during which Customer or an Authorized User is, or Headline has a reasonable basis for alleging Customer or an Authorized User is in noncompliance this Agreement or Customer or Authorized User’s may cause harm or disruption to the Service.

3.5     System Requirements.. A high-speed Internet connection is required for proper use of the Service. Customer is responsible for procuring and maintaining the network connections that connect its network to the Service including, but not limited to, browser software that supports protocols used by Headline and to follow procedures for accessing services that support such protocols. Headline assumes no responsibility for the reliability or performance of any connections as described in this Section.

4. TERM AND TERMINATION

4.1     Agreement Term. The Agreement will start on the Effective Date and will continue until terminated in accordance with the Agreement (the “Term”).

4.2     Termination. Either party may terminate the Agreement by written notice if the other party is in material breach of the Agreement, where such material breach is not cured within 30 days after written notice of such breach. For the avoidance of doubt, Customer’s noncompliance with Section 3.4 shall be deemed a material breach of the Agreement.

4.3     Effect of Termination. Upon the effective date of the expiration or termination of the Agreement for any reason: (i) Customer’s access to the Service, and the licenses granted to Customer hereunder will automatically terminate; and (ii) Customer shall immediately return, or at Headline’s request destroy and certify the destruction of any tangible embodiments of Headline’s Confidential Information. The following provisions will survive the expiration or termination of the Agreement for any reason: Sections 1, 2, 4.2, 6 through 11.

5. FEES.

Unless otherwise set forth in an order form agreed to by the parties, referencing this Agreement, the Service will be provided at no charge.

6. PROPRIETARY RIGHTS.

Customer acknowledges that Headline owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Headline Technology, including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship, and other tangible and intangible material and information pertaining thereto or included therein, and nothing in the Agreement shall preclude or restrict Headline from using or exploiting any concepts, ideas, techniques or know-how of or related to the Headline Technology or otherwise arising in connection with Headline’s performance under the Agreement. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Headline Technology are granted to Customer and all such rights are hereby expressly reserved.

7. CONFIDENTIALITY

7.1     Definition. “Confidential Information” means:

1. any information disclosed, directly or indirectly, by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to the Agreement that is designated as “confidential”, or in some other manner to indicate its confidential nature; and
2. any information that otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure or the nature of the information itself. Without limiting the foregoing,
   1. the Headline Technology, the functionality and performance of the Headline Technology, including any metrics pertaining thereto is the Confidential Information of Headline, and
   2. the Submitted Data and Outputs are the Confidential Information of Customer. However, Confidential Information does not include any information that:
      1. is or becomes generally known and available to the public through no act of the Receiving Party;
      2. was already in the Receiving Party’s possession without a duty of confidentiality owed to the Disclosing Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records;
      3. is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or
      4. is independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party.

7.2     Use; Maintenance. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under the Agreement. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except:

1. to its advisors, or prospective investors or purchasers, in each case subject to written obligations of confidentiality, or
2. where the Receiving Party becomes legally compelled to disclose Confidential Information, notwithstanding the Receiving Party’s having given the Disclosing Party prior notice of such legally compelled disclosure and a reasonable opportunity to seek a protective order or other confidential treatment for such Confidential Information (if permitted by applicable law). Each party will take reasonable measures and care to protect the secrecy of, and avoid disclosure and unauthorized use of the other party’s Confidential Information, and will take at least those measures taken to protect its own most highly confidential information. Notwithstanding anything to the contrary herein, Customer agrees that Headline may also use and exploit in any manner on a worldwide, irrevocable, perpetual, royalty-free basis, any:
   
   1. aggregated non-personally identifiable information related to any usage of the Service to operate and improve Headline’s products and services; and
   2. suggestions, requests and feedback provided by or on behalf of Customer regarding the Headline Technology.

8. CUSTOMER DATA

8.1     Submitted Data and Outputs. Customer shall not include Personal Data (as defined in the DPA) in the Submitted Data unless otherwise requested to do so in writing by Headline. Without prejudice to the foregoing, in connection with any Personal Data comprised in the Submitted Data. Headline will maintain the administrative, physical, and technical safeguard for protection of the security, confidentiality and integrity of Customer Data in accordance with the DPA, which may be updated so as to not materially diminish Headline’s obligations at any time on a go-forward basis. Headline’s compliance with the DPA shall be deemed compliance with all of Headline’s obligations to protect Submitted Data under this Agreement. Customer agrees that Headline may use Customer Data as necessary to make available the Service, perform its obligations hereunder, and improve the Service, including, without limitation, performing any required, usual, appropriate, or acceptable activities relating to the Service, such as:

1. providing or supporting the use of the Service and carrying out the business of which the Service is a part;
2. training Headline’s computational algorithms;
3. carrying out any benefits, rights, and obligations relating to the Service;
4. maintaining records relating to the Service; and
5. complying with any legal or self-regulatory obligations relating to the Service. Customer acknowledges and agrees that, notwithstanding anything to the contrary herein, Headline may, in its sole discretion, erase or delete from the Service any Customer Data that it reasonably believes is illegal, harmful, objectionable, lewd, not related to the function of or necessary for the use of the Service, or that Headline determines may, as a result of Headline possessing such data, harm Headline’s business or reputation.

8.2     Aggregated Data. Customer acknowledges that Customer and any Authorized Users of Customer are responsible for any Submitted Data uploaded on the Dashboard. Customer hereby represents and warrants that Customer has all of the rights necessary to Submitted Data. “Aggregated De-Identified Data” means Submitted Data, but only in aggregate form, from which individual identifiers have been removed and can in no way be linked specifically to Customer or Customer’s employees or clients.

8.3     Post-termination Access to Customer Data. For thirty (30) days after the expiration or termination of the Agreement, upon Customer’s request, Headline will make Customer Data in Headline’s possession available to Customer for export or download as provided in the Documentation. Thereafter, Headline will have no obligation to maintain or provide any Customer Data, and Headline will, unless prohibited by law or legal order, delete Customer Data in the Service in accordance with its data deletion policies.

9. MUTUAL WARRANTY.

Each party represents and warrants to the other that

1. this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms;
2. no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement; and
3. the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

10. DISCLAIMER

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN THE SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE BASIS” WITHOUT ANY WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED AND HEADLINE MAKES NO PROMISES AND WILL HAVE NO OBLIGATION WITH RESPECT TO THE AVAILABILITY OR PERFORMANCE OF THE FEATURES AND FUNCTIONALITY OF THE SERVICES. HEADLINE DOES NOT WARRANT THAT THE HEADLINE TECHNOLOGY WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY PARTICULAR DEVICE, THAT ANY DATA PROVIDED BY OR THROUGH THE HEADLINE TECHNOLOGY, INCLUDING PROVIDED DATA, WILL BE ACCURATE OR COMPLETE, OR, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THAT HEADLINE’S SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD PARTY ACCESS TO SUBMITTED DATA. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER BEARS ALL RESPONSIBILITY, AND HEADLINE WILL HAVE NO LIABILITY FOR DECISIONS BASED ON ANY OUTPUTS, OR ANY OTHER INFORMATION PROVIDED TO CUSTOMER VIA THE SERVICE OR BY HEADLINE.

11. GENERAL PROVISIONS

11.1     Assignment. Neither party may assign the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other party, except that Headline may assign the Agreement without the consent of Customer as part of a corporate reorganization, or upon a change of control, consolidation, merger, sale of all or substantially all of its business or assets related to the Agreement, or a similar transaction or series of transactions. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.2     Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure or degradation of the Internet or any third-party service provider. The delayed party shall use its commercially reasonable efforts to correct such failure or delay in performance.

11.3     Governing Law. The Agreement shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Subject first to Section 11.5, if a lawsuit or court proceeding is permitted under the Agreement, the parties will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and the parties hereby agree and consent to the exclusive jurisdiction and venue of such courts.

11.4     Third-Party Links. The Service may contain links to or offer integrations with third-party websites and services, including supported third-party cloud-based applications that may integrate with the Service (“Third-Party Links”). Such Third-Party Links are not under the control of Headline, and Headline is not responsible for any Third-Party Links. Headline provides access to these Third-Party Links only as a convenience to Customer and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Customer uses all Third-Party Links at its own risk, and should apply a suitable level of caution and discretion in doing so. When Customer uses any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. Customer should make whatever investigation it feels necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

11.5     Arbitration. The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within 30 days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in [San Francisco, California, USA]. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The selection of an arbitrator under the rules of the AAA will be final and binding on the parties. The arbitrator must be independent of the parties. The arbitrator’s decision will be final and binding on both parties, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both parties; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Notwithstanding the foregoing, this Section 11.5 will not prohibit either party from:

1. bringing an individual action in small claims court;
2. seeking injunctive or other equitable relief in a court of competent jurisdiction;
3. pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or
4. filing suit in a court of law to address an intellectual property infringement or misappropriation claim. If this Section 11.5 is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described in Section 11.3 will govern any action arising out of or related to the Agreement.

11.6     Miscellaneous. Headline and Customer are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Headline and Customer. In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any order form, the terms of the order form shall control. The Agreement is the sole agreement of the parties concerning the subject matter hereof, and supersedes all prior agreements and understandings with respect to said subject matter. Customer may not subcontract or delegate any rights or obligations granted to it under the Agreement to any third parties, including its consultants or contractors, without the prior written consent of Headline. Any ambiguity in the Agreement shall be interpreted without regard to which party drafted the Agreement or any part thereof. There are no third-party beneficiaries to the Agreement. The Agreement may only be amended by a writing signed by both parties. The Agreement may be executed in counterparts. The headings in the Agreement are inserted for convenience and are not intended to affect the interpretation of the Agreement. All notices provided by Headline to Customer under this Agreement may be delivered in writing by electronic mail to the electronic mail address provided for the Customer Account. Customer must give notice to Headline in writing by nationally recognized overnight delivery service or U.S. mail to the address set forth above. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a courier as permitted above. Headline may use subcontractors or otherwise delegate aspects of its performance under the Agreement; provided that Headline shall remain responsible hereunder for any such subcontractor’s performance. Waiver of any term of the Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of the Agreement and the remainder of the Agreement will continue in full force and effect without said provision. The parties agree to comply with all applicable export control laws and regulations related to their performance of the Agreement.