These General Terms of Service (together with all Order Forms, this “Agreement”) are entered into between Economic Modeling, LLC, and its Affiliates (“Lightcast, “we” or “our”) and the entity identified on the applicable Order Form (“Customer,” “you,” or “your”).
This Agreement governs your access to and use of the Lightcast Services (defined below). You agree to the terms of this Agreement by accepting them in writing in an Order Form or by using the Services.
The following terms also apply to your use of the Services and form part of this Agreement:
Our Privacy Policy describes how we handle personal information.
Our Acceptable Use Policy sets forth certain restrictions and prohibited uses of the Services.
Our Subscription, Data Access, and Consulting Terms set forth additional terms that apply if you elect to receive these specific services from Lightcast (“Supplemental Terms”).
1. Definitions
Affiliate: any entity that controls, is controlled by or is under common control with a party. For purposes of this definition, “control” means either (a) a direct or indirect ownership interest of more than fifty percent (50%) or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise.
Applicable Laws: any applicable domestic or foreign law, rule, regulation, order, or other action, decree or requirement in force at any time during the Term which governs or regulates any party, this Agreement and the provision of the Services.
Confidential Information: all non-public information (however recorded or preserved) disclosed by a party to the other party that is conspicuously marked as confidential or would normally be considered confidential information by a reasonable party under the circumstances.
Customer Data: data provided to Lightcast by Customer.
Data: the data made available to you via the Services.
Documentation: the documents made available by Lightcast at https://docs.lightcast.dev/ or accessible within the Services which describe the Services and the user instructions for the Services.
Fees: the fees set forth in an Order Form for the applicable Services.
Intellectual Property Rights, or IPR: all rights to patents, inventions, copyright and related rights, trademarks, business names and domain names, goodwill, designs, computer software, database rights, including know-how and trade secrets, and all other intellectual property rights.
Order Form: Lightcast’s form of ordering document that specifies the Services and incorporates this Agreement by reference.
Permitted Use: terms in an Order Form which set forth the specific authorized uses of the Lightcast Services, Data, and Documentation.
Personal Information: any information that meets the definition of “personal information’’ (or similar nomenclature) under Applicable Laws that you provide to Lightcast.
Services: the access to Software, Data, and any other services provided by Lightcast to you under this Agreement as more particularly described in the Order Form and the Documentation.
Software: the software applications provided by Lightcast as part of the Services.
Term: the period of time specified in an Order Form during which Lightcast agrees to provide the Services to Customer, including the initial term specified (“Initial Term”) and any subsequent renewals (“Renewal Term(s)”).
2. Services and Payment
2.1 Lightcast Obligations. Subject to the terms of this Agreement, Lightcast agrees to provide the Services to you during the Term as set forth in any Order Form(s).
2.2 Customer Obligations. Subject to the terms of this Agreement, Customer agrees to (a) pay the Fees for the Services as set forth in any Order Form(s) along with any taxes which Lightcast is required to collect, and (b) use the Services and Data in accordance with this Agreement, our Acceptable Use Policy, and within the Permitted Use, if specified in an Order Form. Unpaid fees will accrue interest at the maximum legal rate.
3. Intellectual Property
3.1 Lightcast IPR. Lightcast and/or its licensors own all Intellectual Property Rights in the Services, Data, Software, and Documentation. Except as expressly stated in this Agreement, Lightcast does not grant you any Intellectual Property Rights to, or in, such assets, and you agree to assign to Lightcast all Intellectual Property Rights that may arise from your use of such assets.
3.2 Customer IPR. Lightcast claims no Intellectual Property Rights in and to your applications, software, data, or other materials you provide to Lightcast via the Services. To the extent your Intellectual Property Rights are necessary for Lightcast to provide the Services, you hereby grant Lightcast a limited license to use such materials for the sole purpose of providing the Services and no other purpose.
4. Personal and Confidential Information
4.1 Confidentiality. The parties may be given access to Confidential Information from the other party in order to perform the respective obligations under this Agreement. Each party will hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than as contemplated by this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
4.2 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
4.3 Personal Information. The Services may include access to Personal Information. Each party shall comply in all material respects with Applicable Laws regarding the collection, use and disclosure of Personal Information. If Lightcast and Customer enter into a data processing agreement, such agreement will have precedence over this Section.
5. Warranties and Disclaimers
5.1 Warranties. Lightcast warrants that: (a) Lightcast has all right, title and interest to the Intellectual Property Rights required to perform its obligations under this Agreement; (b) the Services do not violate any Applicable Laws; and (c) the Services will not contain any virus, Trojan horse, worm, time bomb, cancelbot, or other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or Personal Information.
5.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, THE SERVICES AND DATA ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LIGHTCAST DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THOSE OF ANY THIRD PARTY. AND, IN PARTICULAR, LIGHTCAST DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION, SUBJECT TO THE APPLICABLE SERVICE LEVEL AGREEMENT. LIGHTCAST DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE SERVICES OR DATA OR THE RESULTS TO BE OBTAINED FROM THEIR USE.
5.3 Third Party Services. The Services may contain features designed to interoperate with applications or services separately provided to Customer by third parties. Any operation or transaction completed via any third-party website, system, platform, or application is between Customer and the relevant third party and Lightcast disclaims any liability for such third-party services.
6. Indemnity
6.1 Customer Indemnity. Customer shall defend, indemnify, and hold harmless Lightcast, and its officers, directors, employees, agents, successors and assigns from and against all losses, claims, suits, actions, awards, liabilities, damages, costs and attorneys' fees incurred from a third party claim arising from Customer’s: (a) fraud, gross negligence or willful misconduct; or (b) breach of Lightcast’s Acceptable Use Policy.
6.2 Lightcast Indemnity. Lightcast agrees to defend, indemnify, and hold harmless Customer, its Affiliates, and each of its and their officers, directors, employees, agents, successors and assigns from and against all losses, claims, suits, actions, awards, liabilities, damages, costs and attorneys' fees incurred from a third party claim arising from Lightcast’s: (a) fraud, gross negligence, or willful misconduct; or (b) actual or alleged infringement of any Intellectual Property Rights in its performance or delivery of the Services.
6.3 Replacement for Infringement. Following written notice of a claim or of a threatened or actual suit alleging that the Services infringe on a third-party’s rights, Lightcast will, at its sole expense, use good faith efforts to procure for Customer the right to continue to use the allegedly infringing portion of the Services or replace or modify the Services to make them noninfringing. If Lightcast replaces or modifies the Services, such replacement shall support substantially the same functionality of the Services as provided prior to the change. If Lightcast is not reasonably able to effect any of the foregoing, Lightcast shall terminate Customer’s access to the infringing portion of the Services and refund to Customer any prepaid Fees attributable to the infringing portion of the Services for the period of the Term during which Customer did not have access to the Services.
7. Limitation of Liability; Insurance.
7.1 LIMITATION OF LIABILITY. EXCEPT PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, AGENTS, REPRESENTATIVES AND/OR LICENSORS, WHETHER ARISING BY STATUTE, CONTRACT TORT OR OTHERWISE, EXCEED THE AMOUNTS PAID BY CUSTOMER TO LIGHTCAST UNDER THIS AGREEMENT FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.
7.2 EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Insurance. Lightcast maintains insurance policies at standard commercial limits issued by insurance companies with an AM Best Rating of no less than A-VII. Upon receipt of a written request, Lightcast will provide Customer with a copy of its certificate of insurance evidencing the foregoing coverage.
8. Term and Termination.
8.1 Term. This Agreement shall begin on the Effective Date of an Order Form and will continue in effect for the Term set forth in the Order Form(s) unless the Order Form(s) are otherwise terminated pursuant to the terms of this Agreement.
8.2 Termination. Either party may terminate an Order Form for cause: (a) upon thirty (30) day’s prior written notice of a material breach of this Agreement to the other party, if such breach remains uncured at the expiration of such period; or (b) immediately upon written notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding(s) relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.3 Effects of Termination. If an Order Form is terminated for cause because of Lightcast’s fault, Lightcast will reimburse any Fees paid in advance for the Services that have not been performed as of the termination date. Customer agrees and understands that the Fees are otherwise non-refundable. If an Order Form is terminated for cause because of Customer’s fault, all Fees due pursuant to the terminated Order Form will become due and payable immediately, and Customer agrees to pay the same.
9. Miscellaneous.
9.1 Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form including any statements of work, exhibits, or attachments, (2) the applicable Supplemental Terms, (3) these General Terms of Service, and (4) any Customer terms, including purchase orders, addendums, or other documents.
9.2 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by natural disaster, fire, war, terrorism, riot or civil unrest, embargoes, strikes or labor stoppages, governmental action, or internet disturbance, that is beyond the party’s reasonable control. If the condition persists for more than 30 days, either party may terminate the Agreement for cause.
9.3 Independent Contractors. The parties are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them.
9.4 Assignment. Neither party may assign any part of this Agreement without the other's prior written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole or in part, in connection with a change of control, unless such assignment or change of control is to a direct competitor of the other party.
9.5 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.
9.6 Governing Law; Forum. This Agreement, including its interpretation and effect, is governed by the laws of the state of Delaware, without regard to its conflict of law provisions. Both parties hereby agree to submit to the exclusive jurisdiction of the state or federal courts located in Delaware, in respect to any claim, proceeding, or action relating to or otherwise arising out of this Agreement or the Services.
9.7 Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
9.8 Notices. Any notice to be given under this Agreement shall be delivered to the email or physical address set forth on the applicable Order Form for such party. The notice will be deemed to have been received upon delivery via e-mail or three (3) business days after mailing.