Research Trial Terms and Conditions

1. These Research Trial Terms and Conditions (“Terms and Conditions”) shall govern Glass Lewis’ provision to Client of the “Services” listed on the applicable Glass Lewis Research Trial Agreement (“Agreement”) and are incorporated therein by this reference . Client’s acceptance of these Terms and Conditions shall be deemed by: (i) Client signing the applicable Agreement referencing these Terms and Conditions; or (ii) Client’s acceptance of the Services listed in the Agreement, whichever occurs first. These Terms and Conditions and the Agreement shall apply to all Services provided to, or used by, Client pursuant to the Agreement and supersede any and all prior or contemporaneous understandings, arrangements, or agreements. No changes, modifications or waivers to these Terms and Conditions shall be binding unless in writing and signed by Client and Glass Lewis; provided, however, that any different or additional terms and conditions in any purchase order or other such document submitted by Client are hereby expressly rejected and shall have no force or effect. Any capitalized terms used but not defined in these Terms and Conditions shall have the meaning assigned to them in the Agreement.
2. Subject to these Terms and Conditions, Glass Lewis hereby grants Client a limited, revocable, non-transferable, non-sublicensable, and non-exclusive corporate license to access and use the Services for Client’s internal purposes only. Unless specifically authorized by Glass Lewis in writing, Client agrees that it shall not, nor allow its agents, employees, or contractors to, redistribute, sublicense, disseminate, publish, display, prepare derivative works based on, change, modify, alter, or distribute in any form to any third party, including any affiliate of Client not expressly identified in the Agreement, any of the Services. Any other use of the Services not expressly authorized in writing by Glass Lewis is strictly prohibited. All right, title and interest in the Services and any intellectual property rights related thereto are and shall continue to be the exclusive property of Glass Lewis and its suppliers. Client acknowledges that under no circumstance shall the foregoing license include the provision of any associated professional or consulting services to Client, its employees, or its board members.
3. Client acknowledges and agrees that the Services may contain data, text, and other content and material obtained or derived from third-party sources outside of Glass Lewis, and/or may be provided entirely by a third-party source outside of Glass Lewis (collectively, “Third-Party Materials”). Unless otherwise agreed to herein, all ownership and intellectual property rights in and to the Third-Party Materials belong to the providers of such Third-Party Materials. Furthermore, and for the avoidance of doubt, Glass Lewis may change the source(s) of any Third-Party Materials at any time without notice to Client and in Glass Lewis’ sole discretion.
4. Client further acknowledges and agrees that the Services are for informational purposes only, are not intended for use by retail investors, and do not contain investment advice. Nothing contained therein constitutes a solicitation, recommendation, endorsement, or offer by Glass Lewis, any Covered Parties, or any provider of Third-Party Materials to buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular investment. Client further acknowledges and agrees that: (i) Client assumes the sole responsibility of evaluating the merits and risks associated with the use of the Services; (ii) Client possesses sufficient knowledge and experience, and uses its own judgement, prior to using, in any manner, the Services, including any Third-Party Materials; and (iii) by entering into this Agreement with Glass Lewis, Client is not relieved from, and Glass Lewis does not assume nor take any responsibility for, any fiduciary duties owed by Client to any third party under any applicable laws, rules, or regulations.
5. Client also acknowledges and agrees that the Services are strictly based on publicly available information (excluding the Third-Party Materials), that they are provided to Client on an “as is” and “as available” basis, and that no representations or warranties express or implied, are made as to the accuracy or completeness of any information included therein. Glass Lewis, its affiliates, and any supplier, officer, director, employee, subcontractor, agent, successor or assign thereof (each a “Covered Party” and together the “Covered Parties”), shall not be liable for any loss, injury, claim, liability, or damage of any kind arising out of or relating to the Services. This includes, but is not limited to, Client’s use of the Services, as well as any decision made, or action taken, by any person in reliance on the Services. IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE FOR ANY MONETARY DAMAGES FOR ANY CLAIM WHICH MAY ARISE FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHICH MAY RESULT FROM THE SERVICES. ADDITIONALLY, GLASS LEWIS SHALL HAVE NO LIABILITY TO CLIENT FOR ANY CLAIM WHICH MAY ARISE FROM THE THIRD-PARTY MATERIALS.
6. Any controversy or claim arising out of or relating to the Services, or these Terms and Conditions (including, without limitation, the breach thereof) shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration and the governing law shall be dependent on the Glass Lewis entity identified or referred to in the Agreement, as follows: (i) Glass, Lewis & Co., LLC: San Francisco, California and the laws of the State of New York; (ii) Glass Lewis Europe Limited: Limerick, Ireland and Irish law; (iii) IVOX Glass Lewis GmbH: Karlsruhe, Germany and German law; (iv) GL & M UK Limited: London England, and United Kingdom law; (v) CGI Glass Lewis Pty Ltd.: Sydney, Australia and the laws of New South Wales; or (vi) Glass Lewis Japan GK: Tokyo, Japan and Japanese law. All arbitrations shall be conducted in English. Additionally, these Terms and Conditions shall be governed by and construed in accordance with the laws of the jurisdiction of the Glass Lewis entity identified or referred to in the Agreement, as set forth in this Section 6.

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