Terms Of Use
Please read these Terms and Conditions carefully.
THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (THIS “AGREEMENT”), SET FORTH THE TERMS OF YOUR USE OF THE SERVICES (DEFINED BELOW) OF Marketfacts Advisory services, (“marketfacts,” “WE,” “US,” AND/OR “OUR”). THIS IS A BINDING CONTRACT BETWEEN YOU, AS A USER OF THE SERVICES (“YOU,” “YOUR,” AND/OR “USER”) AND Maketsfacts, THE PROVIDER OF THE SERVICES
ANY SPECIFIC TERMS OF SERVICE, AND ANY OTHER RULES OR GUIDELINES POSTED REGARDING OUR SERVICES (EACH, AN “ANNEX”), AS MAY BE AMENDED BY US FROM TIME TO TIME.
YOUR ACCESS, PURCHASE AND/OR USE OF ANY OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT AGREE, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SERVICES.
SOME OF THE SERVICES ARE DELIVERED ELECTRONICALLY, AND MAY INCLUDE ELECTRONIC TRANSACTIONS. BY ACCESSING AND/OR USING THE SERVICES, YOU AGREE THAT YOU WILL BE BOUND BY ANY ELECTRONIC SUBMISSIONS, COMMUNICATIONS OR TRANSACTIONS MADE USING YOUR CREDENTIALS (DEFINED BELOW), INCLUDING YOUR ACCEPTANCE OF THIS AGREEMENT, AND YOU CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US, INCLUDING, BUT NOT LIMITED TO, NOTICES OF CANCELLATION AND RENEWALS, POLICIES, CONTRACTS AND APPLICATIONS.
1. AGREEMENT MODIFICATIONS
We reserve the right, in our sole discretion, to change, modify and/or revise this Agreement (including any Annex) at any time. Any such changes are effective immediately upon our posting of the amended Agreement or other notice to you. You agree that your continued use of the Services following such posting constitutes acceptance of the Agreement as amended. Note that when we add or modify a Premium Service (defined below), we may modify this Agreement with respect to such Premium Service
2. THE SERVICES
The Services include our digital publications and materials, websites (including, but not limited to, https://marketfacts.ca
all Content (defined below) displayed on or delivered through the Platforms, and memberships (collectively, the “Services”). “Content” means data, information, research, e-letters, newsletters, digests, articles and blogs, news aggregate services, emails, images, graphs software, analytic tools, and any visual, audial or digital content made available on or through a Platform. The Services include certain Services provided free of charge (“Free Services”) as well as Services for which you must pay a one-time subscription fee, The terms of this Agreement apply to both Free Services and Premium Services (except where indicated below that the relevant terms apply only to a designated Premium Service). For the avoidance of doubt, this Agreement applies to Services that are made available on a Platform that may be accessed only by a User to whom we have issued Credentials (defined below), as well as those Services made available by email, through Platforms that do not require Credentials, or through other processes.
This Agreement applies to all Services, whether purchased or used separately, or as part of a membership package, or any solution or bundled package of Services. If you purchase or use Services that are sold or otherwise provided together as a solution or bundled package (as opposed to your purchasing or using Services separately), termination of any part of the Services will result in the termination of all Services provided as part of the solution or bundled package. See the Section 12 for additional details on this subject.
3. DISCLAIMERS ABOUT THE CONTENT
You acknowledge and agree to the following:
- MarketFacts Advisory services is a publisher of financial information, not an investment adviser. We do not provide personalized or individualized investment advice. Any information provided as part of the Services is impersonal and not specific to any person’s investment needs. You acknowledge and agree that no Content published or otherwise provided as part of any Service constitutes a personalized recommendation or advice regarding the suitability of, or advisability of investing in, purchasing, or selling any particular investment, security, portfolio, commodity, transaction or investment strategy. To the extent that any of the Content may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person.
- None of our personnel, including, but not limited to, editorial staff, employees or independent contractors (collectively, “Our Representatives”), will provide you with personalized advice regarding the value or suitability of, or advisability of investing in, purchasing or selling, any particular investment, security, portfolio, commodity, transaction, investment strategy or any other matter, and you further agree not to request or contact us for such advice.
- The Services may contain opinions and commentary with regard to investments that may differ from opinions and commentary provided by and in other Services, Outside Contributors and/or our affiliates. The Services and/or Content are not to be used or construed as a recommendation or offer to buy or sell, or a solicitation of an offer to buy or sell, any security, company, financial product or instrument, or to participate in any particular investment strategy, by any of the MarketFacts Entities (defined below) or any third party. The Services and all Content are for informational purposes only and are not intended to provide you with tax, legal, investment or accounting advice. None of MarketFacts Entities shall be liable for any investment decisions based upon or results obtained from the Services and/or Content. Trading in investments involves risk and volatility, and any of the investments discussed in the Services may lose their value after purchase. Past investment results are not necessarily indicative of future performance.
- Although we have certain trading restrictions for Our Representatives relating to investments or securities that are recommended in the Services, from time to time, one or more Outside Contributors or their affiliates may have a position in the investment or securities written about in the Services
- In cases where the position is held at the time of publication, Outside Contributors may make a related disclosure; however, MarketFacts has no duty or obligation to investigate or determine whether Outside Contributors or their affiliates hold a position in an investment or security written about in the Services or to ensure that Outside Contributors make any such disclosure. In addition, Outside Contributors may be subject to certain restrictions on trading for their own account. In addition, certain of Our Representatives and other persons from our affiliates may, from time to time, have positions in, or buy or sell, the investments, securities or derivatives thereof that are referenced in the Content and may take positions inconsistent with the views expressed therein.
- Where Services and/or Content provided by MarketFacts consists of pricing or performance data, such data has been obtained from third-party sources reasonably believed to be reliable. However, the accuracy, completeness, or timeliness of any such data or data calculations are not guaranteed by the Third-Party Providers (defined below) of such data or by MarketFacts, or any other third party. You acknowledge and agree that we do not have control over the quality, accuracy, completeness, veracity or legality of Content provided by Third-Party Providers and Outside Contributors.
- From time to time, reference may be made in our marketing materials to prior articles and opinions we have published. These references may be selective, may reference only a portion of an article or recommendation, and may not be current. As markets change continuously, previously published information and data may not be current and should not be relied upon.
- To the extent any of the Services involve a model portfolio of investments, such portfolio provides investment ideas and/or provides information regarding investments and is chosen by Our Representatives or Outside Contributors in accordance with our or their stated investment strategy and is for informational purposes only. Your actual results may differ from results reported for the portfolio for many reasons, including, but not limited to, trading commissions or pricing differences due to timing of a purchase or sale of an investment in the portfolio.
- The information, research and opinions and other Content that MarketFacts provides as part of the Services are obtained or derived from sources believed to be reliable, but we cannot guarantee their accuracy and completeness, nor the opinions based thereon. You should not rely solely upon such information, research and opinions for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified investment professional before you make any investment. None of the information provided as part of our Services constitutes, or is intended to constitute, a recommendation by us of any particular security or other investment or trading strategy or a determination by us that any security or other investment or trading strategy is suitable for any specific person. Investing in securities or other investments, including those chosen in any of MarketFacts model portfolio products or in any of the other Services, is speculative in nature and involves substantial risk of loss of the money invested.
4. CONTENT
We reserve the right to change, modify or discontinue any Content or any portion or feature of the Services. Such changes may include, but are not limited to, adding or removing particular Outside Contributors or Our Representatives, ceasing to provide access to a Service (and/or providing an alternative Service to you as a replacement), or changing the terms of engagement for a Service. We may make these changes or modifications at our sole discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you.
You agree that MarketFacts shall not be liable to you or any third party for any such change or modification of the Content and/or Services and that your continued use of the changed or modified Content and/or Services, and/or continued access to the changed or modified Content and/or Services, constitutes your acceptance of any such changes or modifications.
5. LICENSE.
A. LICENSE TO USE THE SERVICES
MarketFacts grants to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Services, and to use the Content provided within each Service, in each case solely as expressly permitted hereunder and solely for your own personal, non-commercial purposes. Your right to use the Content is limited to downloading and/or printing one (1) copy of any Content for your own personal, non-commercial use. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Services or Content. In no event shall you use any Content available through the Services for any other purpose, or provide access to any Service, or copy, disclose, share or redistribute any such Content to any third party for any other use. MarketFacts reserves all rights not expressly granted in and to the Services and/or the Content.
B. USER REPRESENTATIONS & RESTRICTIONS
In consideration of your use of the Services and/or the Platforms, you hereby represent and warrant as follows (whereby you agree that your failure to perform these responsibilities shall be deemed a material breach of this Agreement):
i. You can form legally binding contracts under applicable law and are not a person barred from receiving the Services.
ii. You are at least eighteen (18) years old or the age of majority in the jurisdiction in which you reside so that you can form a binding contract with MarketFacts and are responsible for supervising the activities of any under-age User.
iii. To your knowledge, there is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement.
iv. Entering into this Agreement or otherwise purchasing, using or accessing the Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default or result in a termination of, any agreement or instrument to which you are a party.
v. You have taken all actions required by applicable law and have obtained all consents which are necessary to authorize or enable you to enter into this Agreement and/or purchase, use or access the Services.
vi. You will provide/maintain your User Account with current, accurate and updated information for registration purposes and for our use in contacting you regarding the Services and otherwise for notices and/or updates from us, and you will check such points of contact frequently throughout the term of this Agreement for notices and/or updates from us.
vii. You shall not use the Services in any manner that either directly or indirectly infringes any rights of MarketFacts or any third party.
viii. Your use of the Services will in all respects conform to all applicable laws, rules and regulations and you accept sole and absolute liability for harm caused by the wrongful use of the Services.
ix. You agree not to engage in any of the following prohibited activities: (A) copying, republishing, re-purposing distributing or disclosing any part of the Services and/or Content, in any medium, including, but not limited to, by any automated or non-automated “scraping”; (B) using any automated system, including, but not limited to, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the MarketFacts servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that MarketFacts grants the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (C) transmitting spam, chain letters or other unsolicited communications; (D) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services; (E) taking any action against condition(s) that imposes or may impose an unreasonable or disproportionately large load on our infrastructure based on our sole discretion; (F) uploading invalid data, viruses, worms or other software agents through the Services; (G) collecting or harvesting any User’s personal information from the Services; (H) using the Services for any commercial solicitation purposes; (I) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (J) interfering with the proper working of the Services; (K) restricting or inhibiting any other User from using the Services, including, but not limited to, by means of “hacking” or blocking access to any portion of our Platform; (L) accessing any Content on the Services through any technology or means other than those provided or authorized by the Services; (M) bypassing the measures we may use to prevent or restrict access to the Services, including, but not limited to, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein; (N) disclosing or sharing Credentials; (O) modifying, adapting, sublicensing, translating, selling, reverse engineering, decompiling or disassembling any parts of the Services; (P) framing or linking to any information or Content on the Services; (Q) posting or submitting any inaccurate, incomplete or false biographical information or another person’s information; or (R) posting or submitting any
material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening or obscene as determined by MarketFacts in its sole discretion.
x. You are solely responsible for all statements made and acts or omissions that occur on your User Account.
xii. You agree that you are solely responsible for contacting us, consistent with and pursuant to the terms of this Agreement, with notice of your decision to cancel or discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO US BY YOU, WE WILL ASSUME YOU ARE SATISFIED WITH AND ACCEPT ALL SERVICES, AND WE WILL BILL ANY RELATED SERVICE FEES DIRECTLY TO YOUR PAYMENT ACCOUNT (DEFINED BELOW).
We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof for any reason, with or without notice and without any liability to you or any third party, including if in our sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse in your use of the Services, if we believe that such suspension or termination is necessary for the security of the Services, Content or any User Data (defined below), or for no reason.
You are solely responsible for your interactions, if any, with other Users. We reserve the right, but have no obligation, to monitor communications and disputes between you and other Users. MarketFacts shall have no liability for your interactions with other Users, or for any User’s action or inaction. MarketFacts shall have no obligation to you to enforce this Agreement against any other User.
You shall be responsible for obtaining the requisite communication lines and internet connections to interface with the Services and you shall bear all risks of failing to make concurrent modifications to your devices and equipment.
You expressly waive any and all rights against MarketFacts and hold us harmless in connection with any claims relating to any action taken by us as part of our investigation or remediation of a suspected violation or result of our conclusion that a violation of this Agreement has occurred, including, but not limited to, the suspension or termination of your User Account.
6. REGISTRATION
In order to access certain Services, you must apply and register for an account for the Service (“User Account”). When you register for a User Account, you will be issued a user ID, associated password, or other login credentials (“Credentials”), which will be assigned specifically to you. MarketFacts, in its sole discretion, may deny User Account registration to you for any or no reason.
Unless otherwise provided in this Agreement, you may only activate one (1) User Account. MarketFacts may rely on the accuracy of such information provided by you in your User Account and on any activity on the Service conducted through the use of Credentials.
You are solely responsible for maintaining strict confidentiality of your Credentials and ensuring that Credentials are used only by you and not used by or disclosed to any third party. All Users must keep their User Account passwords secure, and we encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols). You must immediately notify MarketFacts by calling us or emailing us at info@marketfacts.ca (or other email address we designate) when you become aware of any possible unauthorized use of your User Account, or any possible breach of security, including loss, theft or unauthorized disclosure of your Credentials. Upon receipt of the foregoing notice, MarketFacts may, in our sole discretion, undertake commercially reasonable efforts to suspend or disable the applicable Credentials and you shall be responsible for any actions taken prior to such notification. You are solely responsible for all activities that occur under your User Account whether by you or any other person who gains access to the Service by use of your Credentials or otherwise because of your failure to use reasonable security precautions. You agree that in no event shall MarketFacts be responsible for any losses directly or indirectly caused by the unauthorized use or misuse of your User Account or Credentials. You are not permitted to transfer to or re-sell your use of or access to the Services or Content to any third party.
YOU UNDERSTAND AND AGREE THAT ALL FEES ARE NONREFUNDABLE AND THAT MarketFacts MAY CHANGE ANY PRICE, FEE, RATE OR PLAN AT ANY TIME UPON NOTICE TO CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT.
7.SUBSCRIPTION RENEWALS
Your subscription will automatically be cancelled at end of the Term unless you notify us that you are renewing your subscription by calling our Customer Service Department at 807 788 8478 weekdays between the hours of 10:00 am and 7:00 pm, by emailing us at info@marketfacts.ca
8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
Except as otherwise set forth herein, all right, title and interest in and to: (A) the Services and the Content; (B) all registered and unregistered trademarks, service marks and logos; (C) all trade secrets, proprietary information, our confidential information, and know-how; (D) all registered and unregistered copyrights including, but not limited to, any text, video, audio, forms, images, displays, and software; (E) Processed Data (defined below); (F) Activity Metadata (defined below), (G) Feedback (defined below), and (H) all other intellectual property, proprietary rights or other rights related to tangible or intangible property which are used, developed, comprising, embodied in or practiced in connection with any of the Services identified herein (collectively, “MarketFacts Intellectual Property Rights”) are owned by MarketFacts and/or its Outside Contributors, and you agree to make no claim of interest in or ownership of any such MarketFacts Intellectual Property Rights. You acknowledge and agree that no title to the MarketFacts Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in any of the Services, other than the rights expressly granted in this Agreement. The right, title, and interest to the User Data is owned by you.
Except as otherwise provided herein, you may access and use the Content, and download and/or print out one copy of the Content solely for your personal, noncommercial use, provided that any material copied remains intact and includes the following notice: “Copyright [applicable year]. MarketFacts All rights reserved.” Any other copying, distribution, storing, or transmission of any kind, or any commercial use of the Content, is prohibited without our prior written permission. That means you may not sell, transfer or barter your subscription, our Services or Content, or any individual publication. You acknowledge and agree that you do not acquire any ownership rights in the Content by using the Services. You agree not to create any modification or derivative work based on or containing the Services and/or Content.
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES (AND ANY RELATED CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS) IS SOLELY AND ENTIRELY AT YOUR OWN RISK AND THAT THE SERVICES (AND ANY RELATED CONTENT) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MARKETFACTSS, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OUTSIDE CONTRIBUTORS, THIRD-PARTY PROVIDERS, CONTRACTORS, SUPPLIERS, LICENSORS, ADVERTISERS AND AGENTS (COLLECTIVELY, THE “MARKETFACTSS ENTITIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
THE MARKETFACTSS ENTITIES DO NOT WARRANT AND ACCEPT NO LIABILITY THAT YOUR USE OF THE SERVICES AND/OR ANY CONTENT OBTAINED THEREBY WILL BE COMPLETE, ADEQUATE, TIMELY, ACCURATE, UNINTERRUPTED, ERROR- FREE OR SECURE, OR THAT THE SERVICES OR THE SERVERS ON WHICH THE SERVICES ARE HOSTED ARE FREE OF VIRUSES, WORMS, MALICIOUS CODE, TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS. THE MARKETFACTSS ENTITIES DO NOT WARRANT AND ACCEPT NO LIABILITY FOR ANY SOFTWARE DOWNLOADED FROM, OR USED AS A COMPONENT OF, THE SERVICES. NO OPINION, ADVICE OR STATEMENT OF THE MARKETFACTSS ENTITIES, WHETHER PROVIDED THROUGH THE SERVICES OR OTHERWISE, SHALL CREATE ANY WARRANTY. MARKETFACTSS FURTHER DISCLAIMS ALL WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, AND MARKETFACTSS DOES NOT MAKE ANY GUARANTEE OR WARRANTY AS TO ANY RESULTS (INCLUDING, BUT NOT LIMITED TO, ANY INVESTMENT RESULTS, RETURNS, PERFORMANCE OR
OTHER OUTCOMES) THAT MAY BE OBTAINED FROM THE USE OF, IN CONNECTION WITH OR IN FULL OR PARTIAL RELIANCE UPON, THE SERVICES.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES
10. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE MARKETFACTSS ENTITIES ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS, FOR ANY LOST PROFITS, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT THE MARKETFACTSS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED “INDEMNIFICATION” (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MARKETFACTSS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION — WHETHER IN CONTRACT, TORT OR OTHERWISE — EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF THE SERVICES DURING THE CURRENT CALENDAR YEAR OF YOUR SUBSCRIPTION.
You agree to indemnify, defend and hold harmless the MarketFacts Entities, their current and former officers, directors, employees, agents and representatives and their successors and assignees from and against any and all liabilities, claims (including, but not limited to, third-party claims), damages, losses, costs (including reasonable attorneys’ fees), or other expenses associated with or incurred as a result of or from:
- Your breach of your warranties, representations and obligations under this Agreement.
- Your failure to perform in accordance with this Agreement.
- Your use of the Services in any way other than its normal way or in a way not required or recommended by us.
- Your violation of the rights of any third party.
- Your registration or use of a User Account; or
- the actual or alleged infringement of any third-party proprietary or intellectual property right arising out of the unauthorized use of the Services.
If any Service which is subject to this indemnity is claimed, alleged or determined to infringe a patent issued to, or a copyright registered by, or either owned by or licensed to, any third party, MarketFacts shall have the right and option to modify the Services to avoid such infringement. If, in our sole opinion, such modification cannot practicably be accomplished to avoid such infringement, we shall have the right to terminate this Agreement without liability on the part of any MarketFacts Entity to you. In the event your purchase of a Premium Service is terminated under this paragraph, we will refund to you the full price for any unused portion of such Premium Service. In such an event, MarketFacts shall have the right in our sole discretion to elect to defend against or to settle any such third-party claim or third-party suit. You shall, at MarketFacts request, but at our expense, cooperate with us and provide assistance and information with respect to any such claim or suit. We shall have the right to select counsel, at our expense, to defend against any such claim or suit. If you shall also elect to be represented by your chosen counsel, you shall pay the fees and expense of such counsel. You must receive MarketFacts’s prior written consent regarding, and in advance of, any related settlement.
This defense and indemnification obligation shall survive this Agreement and your use of the Services.