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AdviserLogic

Subscription and Use Agreement (v1.0)

ANY ACCESS TO, OR USE OF, THE BELOW-DEFINED ADVISERLOGIC APPLICATION OR ANY CONTENT HOUSED ON, OR ACCESSED THROUGH, THAT APPLICATION (INCLUDING, BUT NOT LIMITED TO, ANY TOOLS OR OTHER PRODUCTS OR SERVICES) BY ANY PERSON IS STRICTLY LIMITED TO THOSE INDIVIDUALS WHO AGREE TO THE TERMS OF THIS SUBSCRIPTION AND USE AGREEMENT ("AGREEMENT") BY CLICKING THE "YES" ICON BELOW. BY CLICKING THE "YES" ICON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.
BY CLICKING THE "YES" ICON BELOW, IF YOU ARE AN ADVISERLOGIC COMPANY RECIPIENT, OR AN AUTHORISED USER YOU AGREE THAT (1) YOU ARE A FINANCIAL PROFESSIONAL AND YOU HOLD YOURSELF OUT AS SUCH; (2) YOU WILL NOT HOLD OUT MORNINGSTAR (MORNINGSTAR AUSTRALASIA PTY LTD OR ANY OF ITS AFFILIATES) AS A FINANCIAL ADVISER; AND (3) YOU ASSUME ALL SUITABILITY (OR OTHER RELATED) RESPONSIBILITIES FOR YOUR CLIENTS.
IF YOU ARE A USER YOU AGREE THAT (1) YOU WILL HOLD YOUR USER NAME AND PASSWORD IN CONFIDENCE AND NOT SHARE IT WITH ANY OTHER PERSON; AND (2) MORNINGSTAR, THE COMPANY RECIPIENTS" GROUP AUTHROISED USERS AND ANY OTHER THIRD PARTY LICENSOR MAY MONITOR USE OF THE PRODUCT AND ACCESS DATA INCLUDING CLIENT DATA FOR SUPPORT AND PROCESSING PURPOSES, DEPENDENT ON THE PRODUCT AND USE CASE SELECTED BY THE USER OR COMPANY RECIPIENT.
THIS AGREEMENT SUPERSEDES ANY PREVIOUS AGREEMENT BETWEEN YOU AND MORNINGSTAR WITH RESPECT TO THE PRODUCT.
IF THERE IS A SEPARATE SUBSCRIPTION FORM OR LICENSE AGREEMENT ("SEPARATE AGREEMENT") WITH ONE OR MORE COMPANY RECIPIENTS THROUGH WHICH MORNINGSTAR AGREES TO MAKE THE PRODUCT AVAILABLE TO AUTHORISED USERS OF THAT COMPANY RECIPIENT THEN THE TERMS OF THE SEPARATE AGREEMENT WILL CONTROL BUT ONLY TO THE EXTENT THAT THE TERMS OF THE SEPARATE AGREEMENT AND THIS AGREEMENT ACTUALLY CONFLICT.
  1. The Product Licensed. The term "Product" shall mean the computer programs, Internet web pages, data, analyses, screens, manuals and other information of any kind that are housed on, or accessible through, the AdviserLogic application, as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein. Without limiting the generality of the foregoing, the Product shall include: the HTML code, Java code, C++ code, C# code, ASP scripts, text, help screens, CGI scripts, other computer programs and associated documentation that provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Database and the Product Format (the "Programs") and the format and organisation of information output by the Product and Internet web page reports, spreadsheets, graphs, charts, tables, documents and other materials, whether in printed, electronic or any other form, that contain copies of all or part of the Database or Product Format, together with any works derived from such materials ("Product Output").

  2. Company Recipient. The term "Company Recipient" shall mean the person, whether an individual or entity, that is responsible for subscribing to, and paying for, the licence to use the Product hereunder through a Separate Agreement. For absence of doubt, the Company Recipient may be denominated as the Subscriber, the Company Recipient, or otherwise in that Separate Agreement.

  3. Authorised User. The term "Authorised User" shall mean an individual for whom Company Recipient has paid the necessary licensing fees and whom the Company Recipient permits to access or otherwise use the Product by providing that individual with a separate user name and password for access to the Product. An Authorised User must be the Company Recipient (if an individual) or a partner, employee or agent of the Company Recipient, or in the case of a Client Authorised User a client of the Company Recipient for whom the Company Recipient has entered into a licence with Morningstar for that client’s access to the Product. A Client Authorised User shall only be entitled to use the Product as set out in Section 6.3 below.

  4. User. The term "User" shall mean an individual who is the Company Recipient, any Authorised User and/or any other third party who accesses or uses the Product hereunder.

  5. Client. The term "Client" shall mean any individual or entity to whom the Company Recipient or Authorised User sells or is proposing to sell proprietary financial products or services. Client does not include any individual that acts as an Asset Manager except in the case where Company Recipient and Client have an advisor/subadvisor relationship.

  6. Grant of Licence. Subject to the terms and conditions of this Agreement (and any additional terms or conditions contained in any Separate Agreement between Morningstar and Company Recipient, including, without limitation, territorial restrictions on Product use/distribution), Morningstar grants to Authorised User a limited nonexclusive, nontransferable (except as otherwise provided by Morningstar in writing) license to do the following:

    1. Authorised User's Use to Generate Company Recipient Output. Only an Authorised User may use the Programs and Database to generate Company Recipient Output and then, only for the Company Recipient's business use. For the purposes of this Agreement Company Recipient Output means letters, messages, emails spreadsheets, graphs, charts, tables, reports, documents and/ or other materials, whether in printed, electronic or any other form, that are created by the Company Recipient using the Product or Product Output

    2. Authorised User’s Distribution of Company Recipient Output. Only an Authorised User may distribute Company Recipient Output (i) in the normal course of providing financial advice to Clients; and (ii) in the normal course of operating its practice or AFSL.

      The distribution of any Company Recipient Output that does not meet all of the conditions set forth herein will require the express prior written consent of Morningstar, and the payment of additional fees or royalties to be determined in Morningstar's sole discretion.

      For absence of doubt, notwithstanding any other provisions contained herein around access, use or distribution, a User who is allowed to access the Product pursuant to this Agreement on a trial basis: (i) shall have no right to distribute any Product, Product Output or Company Recipient Output hereunder; and (ii) shall promptly cease further use of the Product and Product Output and delete all Product, Product Output and Company Recipient Output upon the expiration or termination of the term of his/her trial.

      You shall ensure that any Morningstar statement(s) or disclaimer(s) already included in the Product or Product Output incorporated into the Company Recipient Output are not removed. In the event no such statements or disclaimer is specified, any Company Recipient Output that includes display of the Product or Product Output, that is copied or distributed must contain the following statement, in legible type:

      © 2021 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Some material is copyright and published under licence from ASX Operations Pty Ltd ACN 004 523 782.

      In addition to the above statement, where Morningstar rating or opinion is disclosed the following additional statement must also be included:

      Any general advice has been prepared by Morningstar Australasia Pty Ltd (ABN: 95 090 665 544, AFSL: 240892), without reference to your objectives, financial situation or needs. For more information refer to Morningstar’s Financial Services Guide at www.morningstar.com.au/s/fsg.pdf. You should consider the advice in light of these matters and if applicable, the relevant Product Disclosure Statement before making any decision to invest. Our publications, ratings and products should be viewed as an additional investment resource, not as your sole source of information. Morningstar’s full research reports are the source of any Morningstar Ratings and are available from Morningstar or your adviser.

    3. A Client Authorised User (i) may only use the Product Output for the purpose of research and monitoring of their personal finances only; and (ii) may not use the Product Output in the course of providing advice to any other person. Product Output may only be distributed to the Client for which it was specifically generated.

    4. Unless stated above:

      1. no part of the Product or any other Morningstar data or information accessible hereunder may be used in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program; and

      2. In no event may the Product or data derived from it be used to create, or be used in conjunction with, a model, algorithm, or process that is designed to predict trades for or within an individual portfolio, fund, or other investment vehicle.

      3. The use of crawlers, bots and spiders to programmatically search, extract or download data or Product Output is prohibited.

      4. Product or Product Output shall not be used as part of a general mailing or to create a competitive or commercial product or service other than explicitly provided in the Use and Distribution above.

    5. Third Party Data. Although Third Party Data may appear in the Product, Authorised User and Company Recipient understands and agrees that the individual Content Providers may separately choose to require: (i) direct license agreements outlining use of their Third Party Data by Company Recipient and/or each Authorised User; (ii) Authorised User(s) to comply with any Content Provider validation information requests; and (iii) Morningstar to provide any Company Recipient and/or Authorised User customer information to the relevant Content Provider(s), in the event such Content Provider(s) choose to audit the Morningstar’s use and distribution of their Third Party Data as provided via the Product. Company Recipient further understands and agrees that: (i) it is solely responsible for obtaining all of the necessary licenses/authorisations/permission from each Content Provider whose Third Party Data is being accessed, used or distributed by Company Recipient and/or its Authorised Users via the Product; (ii) Content Provider license/authorisations/validations must be obtained prior to Company Recipient or any of its Authorised Users accessing, using or distributing that Third Party Data; and (iii) the terms and conditions on which such licenses/authorisations/validations are granted or made are at the sole discretion of the individual Content Provider(s). Company Recipient must inform the relevant Content Provider(s) in the event Company Recipient’s access, use or distribution of their Third Party Data changes during the term of this Agreement. If Morningstar requests proof that Company Recipient has the requisite licenses/permissions/validations to access the Third Party Data, Company Recipient will within five (5) business days provide Morningstar with such written proof either in the form of: (i) a certification by a senior officer of Company Recipient that an appropriate agreement is in place with each of the relevant Content Provider(s); or (ii) a verification to that effect issued by each of the affected Content Providers. If Company Recipient is unable/unwilling to provide Morningstar with this proof or Morningstar otherwise has a reasonable suspicion that Company Recipient lacks the necessary licenses/authorisations to access the relevant Third Party Data, Morningstar reserves the right, without penalty, to bar Company Recipient or any of its Authorised Users from accessing the Third Party Data in question. In addition, Morningstar further reserves the right to terminate access to any Third Party Data without penalty if any Content Provider directs Morningstar to restrict or prohibit their Third Party Data from being disseminated to Company Recipient. In addition to the foregoing, and at any time, Morningstar reserves the right to terminate delivery of Third Party Data in the Product, or to impose additional delivery fees, as required by Content Provider(s) and/or Morningstar.

    6. CUSIP, GICS, Index Data. Third Party Data may include, but is not limited to, identifiers (e.g., CUSIP, etc.) and Content Provider index data. For any use of CUSIP and GICS, Company Recipient must obtain the relevant license from Standard & Poor’s, Inc. For further use or distribution of any Index data accessible in the Product, whether included in the Product or validated as a separate license through the third party Content Provider, Company Recipient may be required to have additional license agreements with each third party Content Provider directly. Authorised User understands and agrees that it or Company Recipient is solely responsible for obtaining the appropriate additional licenses, if any, from any of the above content providers and that Morningstar, in its reasonable discretion, has the right, but not the obligation, to bar any User’s access to those data absent proof of such an agreement.

  7. Payment. In exchange for the rights granted hereunder, Company Recipient has agreed to pay Morningstar the subscription fees (if applicable) in the amount specified in the Separate Agreement and agreed to in writing by Company Recipient and Morningstar. If full payment of all fees owed by Company Recipient is not forthcoming when due, Morningstar reserves the right to immediately terminate this Agreement and all of Users’ rights hereunder.

  8. Term. The initial term of this Subscription and Use Agreement shall be consistent with the term detailed on the Separate Agreement. If for any reason such agreement expires or is terminated, then this Subscription and Use Agreement will simultaneously terminate. In the event that the Separate Agreement contains any additional restrictions with respect to the Product (whether geographical restrictions on use or otherwise), those restrictions shall be incorporated by reference into this Agreement.

  9. Ownership. User acknowledges and agrees that: (i) the Product, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by Morningstar and/or its third party content providers ("Content Providers"), as applicable; (ii) the Proprietary Information shall be treated as copyrighted and proprietary material of Morningstar and is protected by United States and international copyright law and international treaty provisions; (iii) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (iv) User has no rights in the Proprietary Information, other than the rights and licenses explicitly granted to it pursuant to this Agreement. Morningstar may disclose additional information to Authorised User in the form of upgrades, documentation or other support during the Subscription Term. User agrees that such information shall also be deemed Proprietary Information.

  10. Trademarks. User acknowledges that Morningstar, Inc. has acquired, and is the owner of, trademark rights in: (1) the names and word marks: Morningstar® User acknowledges that these names and marks are famous and internationally known. User shall not, at any time or for any reason, challenge the validity of, or Morningstar Inc.’s ownership of, the foregoing names and marks, and User waives any rights User may have at any time to do so. All marks not owned by Morningstar, Inc., are the property of their respective owners.

  11. Restrictions on Use. Except as expressly provided in this Agreement or the Separate Agreement, no User may: (i) use, copy, modify, merge, install, transfer or distribute the Product or Product Output; (ii) reverse-engineer, decompile, translate, disassemble or separate the components of the Product (including without limitation viewing or otherwise obtaining HTML source code); (iii) sublicense, rent, sell or lease the Product or any part thereof; (iv) use any program, procedure, device or method other than the Programs and a web browser to access, use, reproduce or process the Database, the Programs, the Product Output or Product Format or any part thereof, without Morningstar’s express prior written authorisation; (v) use the Product or any part thereof for third-party training, commercial time-sharing or service bureau use; (vi) distribute any Product Output as part of a general distribution or for advertising or promotional purposes, (vii) encourage or facilitate any other User’s breach of the terms of its Subscription and Use Agreement; (viii) permit use of the Product by a person other than an Authorised User; (viii) use the same username or password as another User; (ix) export the Product to any country where export is prohibited by the United States, or any other export laws; (x) attempt to defeat, modify or work around any security devices protecting the Product. In addition, installation and/or use of the Product on or through a shared terminal or kiosk is expressly forbidden.

  12. Warranty and Disclaimer of Warranty. Morningstar warrants that it will make commercially reasonable efforts (or their equivalent under applicable law) to ensure that the Product is free of viruses and damaging or disabling code, errors or other defects. Morningstar will also make commercially reasonable efforts to correct any correctable errors or defects in the Product within a reasonable amount of time.

    EXCEPT AS OTHERWISE EXPLICITLY PROVIDED HEREIN, THE PRODUCT IS PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. AUTHORISED USER ACKNOWLEDGES FOR ITSELF AND ALL USERS ACCESSING THE PRODUCT THROUGH IT THAT, BECAUSE OF THE NATURE OF SOFTWARE AND THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, DATA UPDATES, THE PRODUCT OUTPUT AND THE PRODUCT FORMAT) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, MORNINGSTAR DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER MORNINGSTAR NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, NEITHER MORNINGSTAR NOR ITS AFFILIATES (COLLECTIVELY, "MORNINGSTAR PARTIES") NOR THEIR CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. MORNINGSTAR SHALL NOT BE CONSIDERED AN "EXPERT" UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS ACCESSED, USED OR DISTRIBUTED. ANY INFORMATION PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY. THE INFORMATION CONTAINED IN THE PRODUCT SHOULD NOT BE CONSTRUED AS FINANCIAL ADVICE OR ANY OTHER TYPE OF ADVICE. IT IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. MORNINGSTAR DOES NOT WARRANT THAT THIS PRODUCT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF THE FINRA OR ANY OTHER REGULATORY BODY IN ANY JURISDICTION IN WHICH THE PRODUCT IS ACCESSED OR USED.

    1. AUTHORISED USER: EACH AUTHORISED USER WHO AGREES TO THE PROVISIONS OF THIS AGREEMENT REPRESENTS, WARRANTS AND COVENANTS THAT HE OR SHE IS COMPLETELY AND UNCONDITIONALLY AUTHORISED BY COMPANY RECIPIENT TO ENTER INTO THIS AGREEMENT, THAT HE OR SHE IS BOUND BY ALL OF ITS TERMS, THAT HE OR SHE IS AUTHORISED TO ACKNOWLEDGE AND AGREE TO ITS TERMS ON BEHALF OF ANY USER ACCESSING OR USING THE PRODUCT THROUGH HIM OR HER AND THAT HE OR SHE IS RESPONSIBLE FOR THE USE OF THE PRODUCT BY ANY OTHER USER WHO ACCESSES OR USES IT THROUGH OR ON BEHALF OF THAT AUTHORISED USER.

  13. Limitation of Liability. In addition to any other disclaimer, limit and/or restriction contained in this Agreement, each User expressly agrees that it is solely responsible for (i) the manner by which, and the purpose for which it accesses and uses the Product hereunder, (ii) the results it obtains (or not) from such access or use; and (iii) any damages to itself, any Company Recipient, any other User or Authorised User, any Client and/or any other third parties arising from its use of the Product. Except as otherwise specifically prohibited by applicable law, the Morningstar Parties and their content providers will not be liable for: (i) loss of, or damage to, records or information of any User, Company Recipient, Authorised User, Client or other third party; or (ii) any damages suffered or claimed by any such person(s) based on any third party claim related to use of the Product.

    EXCEPT AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR OTHERWISE EXPLICITLY PROVIDED HEREIN, NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PRODUCT OR ANY OTHER MORNINGSTAR SERVICES PROVIDED HEREUNDER WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY SHALL EXCEED TWENTY FIVE THOUSAND AUSTRALIAN . DOLLARS ($25,000); PROVIDED, HOWEVER, THAT IF MULTIPLE USERS ARE ACCESSING THE PRODUCT PURSUANT TO A SEPARATE AGREEMENT, MORNINGSTAR’S AGGREGATE LIABLITY TO ALL SUCH USERS SHALL BE LIMITED TO TWENTY FIVE THOUSAND AUSTRALIAN DOLLARS ($25,000). THE AFOREMENTIONED LIMITATION OF LIABILITY WILL NOT APPLY TO CLAIMS ASSOCIATED WITH ANY PERSON’S MISUSE (INCLUDING, BUT NOT LIMITED TO, ANY MATERIAL VIOLATIONS OF USE RESTRICTIONS) OF THE PRODUCT OR THEFT OF MORNINGSTAR’S INTELLECTUAL PROPERTY OR DATA. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY:

    • PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR OTHER, SIMILAR FORMS OF CONSEQUENTIAL DAMAGES: OR
    • LOSS OF PROFITS; OR
    • LOSS OF BUSINESS; OR
    • LOSS OF REVENUE; OR
    • LOSS OF GOODWILL OR ANTICIPATED SAVINGS; OR
    • LOSS OF DATA
    • NEITHER PARTY EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. NO PARTY AFFILIATED WITH MORNINGSTAR SHALL HAVE ANY LIABILITY TO ANY COMPANY RECIPIENT, AUTHORISED USER, USER, CLIENT OR ANY OTHER THIRD PARTY UNDER THIS AGREEMENT.

  14. Termination. In addition to any other termination right provided herein, each party may terminate this Agreement for any uncured breach of its provisions by the other party. If the breach is curable, the breaching party will have thirty (30) days from the date of receiving written notice of the breach to cure it. If a curable breach is not remedied within the 30-day cure period, the non-breaching party may immediately terminate this Agreement. Notwithstanding any provision in this Agreement to the contrary, Morningstar may immediately terminate this Agreement without notice in the event that Company Recipient or the Authorised User or any User accessing the Product through Company Recipient or any Authorised User commits any act or omission that would be a breach of the ownership, use, copying, distribution, confidentiality provisions of this Agreement if such act or omission were committed by the Authorised User, including but not limited to (i) permitting use of the Product by a person other than an Authorised User; (ii) using, copying or distributing Product Output other than as expressly Authorised by this Agreement; or (iii) allowing more than one Authorised User to use the same password and user name combination.

  15. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all of Authorised User’s rights in and to the Product, as well as the rights of all Users and any Company Recipient obtaining access to the Product through such Authorised User, shall immediately terminate. Expiration or termination shall not affect any obligation to pay all fees and/or royalties due prior to that event, and expiration/termination shall not relieve any party of any liability for breach of this Agreement. In the event this Agreement expires or terminates for any reason, User will immediately cease to use the Product, and use commercially reasonable efforts to destroy all copies of the Product (in any form or media) within its possession, custody or control, including, but not limited to, the possession, custody or control of any Company Recipient gaining access through such User. Notwithstanding the foregoing, in the event this Agreement ends for reasons other than a material breach, Authorised Users shall not be required to destroy any materials containing all or part of the Product for the three (3) month period following that expiration or termination. Additionally, Authorised User is entitled to retain, solely for archival purposes and not for any commercial use, paper or read-only electronic copies of all materials containing the Product. The terms of Sections 12, 13, 15, 16, 18, 19, 20, 21, 22, 23, 24, 26, and 27 shall survive expiration or termination of this Agreement.

  16. Confidentiality. Except as expressly provided in this Agreement, Authorised User shall keep secret and confidential and shall not disclose, provide or otherwise make available to any person the Proprietary Information and shall cause each User accessing or using the Proprietary Information through, or on behalf of that Authorised User to do the same. Authorised User (i) shall use his or her best efforts, and shall employ reasonable security measures, to prevent any unauthorised disclosure of the Proprietary Information and (ii) shall immediately advise Morningstar of any information Authorised User has or receives of any actual or potential unauthorised disclosure or access. Authorised User acknowledges that the Product is only being disclosed to Authorised User based on a confidential relationship established under this Agreement. Authorised User further acknowledges that such information is to be used only as expressly permitted hereunder, and that the restrictions of this Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to Morningstar.

    Morningstar acknowledges that in the course of performing its obligations under this Agreement, Morningstar may become privy to information which Company Recipient considers confidential and proprietary to its business or Clients, including, but not limited to, information concerning the identities of Clients and other related data, internal controls, computer or data processing programs, business or financial affairs or methods of operations, accounts, transactions, proposed transactions, security procedures, trade secrets, know-how or inventions of Company Recipient, its Authorised Users or Clients ("Company Recipient Confidential Information"); provided, however, that Company Recipient Confidential Information shall not include any information that is (i) already in the public domain at the time of disclosure; (ii) communicated to Morningstar by a third party not subject to any confidentiality obligations with respect to the Company Recipient Confidentiality Information; (iii) derived independently by Morningstar; (iv) excepted from this provision by the written permission of an Authorised representative of Company Recipient; or (v) required to be disclosed pursuant to a valid subpoena or other order of a court or government agency of competent jurisdiction. Morningstar will use commercially reasonable measures, but in no event measures that are any less protective than those Morningstar uses to protect its own confidential and proprietary information, to ensure that the Company Recipient Confidential Information is not disclosed to any third party.


  17. Compliance with Regulations. User is solely responsible - either by itself or through Company Recipient - for obtaining appropriate regulatory approval of any Product Output to the extent necessary. User understands and agrees that (i) certain personally-identifiable information of User or Clients may be processed in the United States and other jurisdictions where Morningstar has a presence to enable Morningstar to fulfill its obligations hereunder and (ii) in providing such personally-identifiable information to Morningstar, User consents to such transfer and processing and agrees that, as between itself and Morningstar, User is solely responsible for complying with any rules or regulations applicable to such transfers. For absence of doubt, unless an applicable Subscription Form or Separate Agreement expressly provides otherwise.

  18. No Financial Advice. The User acknowledges and agrees that Morningstar does not provide financial advice (as defined in the applicable jurisdiction(s)), that nothing within the Product constitutes such financial advice and that the User will not treat any Product Output as financial advice or make any representation to any third party to that effect. User further acknowledges and agrees that; (i) Morningstar does not recommend any financial product accessed through or analysed by the Product; (ii) Morningstar does not recommend that any particular financial product should be bought, sold or held by the User or any Clients; (iii) nothing within Product should be construed as an offer, or the solicitation of an offer, to buy or sell securities by Morningstar; and (iv) nothing within the Product is intended to be or to be treated as an inducement or invitation to engage in any kind of investment activity.

  19. Inadequacy of Legal Remedy. User acknowledges that Morningstar's legal remedies (including the payment of damages) may not be sufficient in the event of any breach by User of any provisions of this Agreement including, but not limited to those related to the ownership, use, copying, distribution, confidentiality or nondisclosure of the Product, Product Output or other Morningstar proprietary information, and that Morningstar may suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, Morningstar may seek any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without notice or the need to post bond.

  20. Governing Law. All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of, and in the courts located in New South Wales, Australia (without regard to its conflict-of-law provisions).

  21. Entire Agreement; Variation. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Unless otherwise provided in the Separate Agreement, Morningstar reserves the right to modify this Agreement from time to time at its discretion and User agrees that it will be bound by such modified Agreement upon User’s accessing the Product after the date of the modification in question.

  22. Assignment. Authorised User may not assign this Agreement without Morningstar's prior written consent.

  23. Third Party Beneficiaries. There are no intended third party beneficiaries of this Agreement (including, without limitation, any Company Recipient) and no law or regulation providing to the contrary shall apply to this Agreement.

  24. Severability. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.

  25. Language. In the event of any inconsistency between the English language version of this Agreement and any local language version, the English language version shall control.

  26. Use of Anonymised Client Data for Research Purposes. Company Recipient acknowledges and agree that Morningstar may use anonymised Client Data for internal research and to further develop the Product and may combine such Client Data with similar data from other sources PROVIDED THAT ANY INFORMATION WHICH COULD IDENTIFY A CLIENT PERSONALLY HAS BEEN REMOVED FROM THE DATA.

  27. Privacy. Company Recipient must comply with the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other relevant laws and regulations (“Privacy Laws”) in respect of Company Recipient, Authorised Users and/or Clients use of the Product and making the Product available to [Authorised Users, Clients, etc]

    1. Company Recipient shall provide any assistance Morningstar reasonably requests to enable Morningstar to comply with its obligations under the Privacy Act and the Spam Act.

    2. Without limiting paragraph (b), Company Recipient shall only disclose Client Data to Morningstar when:

      1. Company Recipient is authorised by applicable law to collect the Client Data and to disclose it;

      2. Company Recipient has informed the Client that in order to provide services to them it is necessary for the Company Recipient to disclose their personal information including their tax file numbers to Morningstar and ensure that a copy of the Morningstar’s privacy policy available at https://www.morningstar.com/en-au/company/privacy-policy is provided to the Client;

      3. Company Recipient has informed the Client that in order to provide services to them it is necessary for the Company Recipient to disclose their personal information including their tax file numbers to the Australian financial services licensee which authorises the Company Recipient to provide financial services to the Client; and

      4. In case where any Client Data is “sensitive information” for the purpose of the Australian Privacy Principles of the Privacy Act 1988 (Cth), the Company Recipient has obtained the Client’s consent to that disclosure.