By selecting "I agree" below, you are instructing Electra to enable the Enhanced Data Dashboard, and to enable 2-factor authentication. If you prefer that 2-factor authentication be removed please notify Data Services.
I, on behalf of Client, acknowledge and agree that (i) by making this request additional information about account level information will be transmitted using secure HTTP data transmission, and (ii) the following terms and conditions shall apply.
Electra grants Client a limited, nontransferable and non-exclusive license to use the Dashboard for Client’s internal use and purposes only. Client acknowledges that (i) the Dashboard is protected by copyright and trade secret rights, (ii) the Dashboard is and shall remain the sole property of Electra, and (iii) title and full ownership rights in the Dashboard are reserved to and shall remain exclusively with Electra.
Client shall not use the Dashboard in a manner that would infringe the proprietary rights of Electra or others or violate the laws, tariffs or regulations of any country. Client shall not disclose the Dashboard to any other party, or allow any other party to inspect, copy or use the Dashboard. Client shall use utmost care in protecting the proprietary and confidential nature of the Dashboard.
Client shall not adapt, copy, modify, change, translate, convert to another programming language, decompile, disassemble or create derivative works based on the Dashboard for any purpose whatsoever without written authorization from Electra, except as explicitly permitted by law. Client shall not transfer, sublease, sublicense, assign, rent, lease, convey, sell, mortgage, grant security interests or otherwise encumber the Dashboard or any portion thereof.
This license may be terminated by Electra at any time, for convenience, and without prior notice. Upon any termination of this Agreement, the Dashboard and all related information shall be immediately returned by Client to Electra and no copies shall remain in Client’s possession, custody or control, provided that Client shall in no event be required to return any materials or information that Client is required to retain pursuant to law, regulation or internal document retention policy in accordance with industry best practices or relating to legal or regulatory compliance, or that have been created solely by automatic electronic archiving and back-up procedures, provided further that Client shall not use or disclose any such retained materials or information for any other purpose whatsoever. Upon any termination or expiration of this license, for whatever reason, and regardless of whether either party is otherwise in breach of any obligation hereunder, the terms of Section 2 through 7 of this license shall remain in full force and effect.
THE DASHBOARD IS PROVIDED TO CLIENT "AS IS" WITHOUT REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING PROTECTION FROM VIRUSES AND/OR MALWARE. ELECTRA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SHOULD THE DASHBOARD PROVE DEFECTIVE, CLIENT ASSUMES THE ENTIRE RISK AND COST RESULTING FROM OR RELATING TO THE DEFECT. IN NO EVENT WILL ELECTRA BE LIABLE FOR ORDINARY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF OR RELATING TO THE USE, INABILITY TO USE, AND/OR RESULTS OF USE OF THE DASHBOARD; ANY INACCURACIES, ERRORS IN, OR OMISSIONS OF THE DASHBOARD OR THE INFORMATION PROVIDED THEREIN; OR ANY DECISION MADE, ACTION OR INACTION TAKEN BY ANY PARTY IN RELIANCE UPON THE DASHBOARD, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
All matters (in contract, tort or otherwise) arising out of, in connection with, or relating to this Agreement including, without limitation, the validity, interpretation, construction, performance, and enforcement of this Agreement, shall be governed, construed, and interpreted exclusively in accordance with the laws of the State of New York without giving effect to its conflicts or choice-of-law principles. The parties hereto irrevocably consent to the exclusive personal and subject matter jurisdiction of the federal and state courts located in the State of New York, County of New York, and to the exclusive venue of the United States District Court for the Southern District of New York and of the courts of the State of New York located in the County of New York. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. The United Nations Convention for Contracts for the International Sale of Goods will not apply to this Agreement.
Client agrees that (i) the covenants set forth herein are reasonable and necessary for the protection of Electra's business interests, (ii) irreparable injury will result to Electra if Client breaches this Agreement, and (iii) in the event of any actual or threatened breach of this Agreement, Electra will have no adequate remedy at law. Accordingly Client agrees that, in the event of any actual or threatened breach of this Agreement, Electra will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages, and an equitable accounting of all profits. Such remedy shall not be exclusive of any other remedies available to Electra, nor shall it be deemed an election of remedies by Electra, the parties having agreed that all remedies are to be cumulative.