Terms of use

BY SUBSCRIBING TO, OR ACCESSING OR USING, THE FROST PLATFORM OR ANY OF THE OTHER FROST SERVICES, YOU AGREE TO COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, USER MAY NOT ACCESS THE FROST PLATFORM OR OTHERWISE USE ANY FROST SERVICES.

THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST FROST TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FROST ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF USE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON FROST’S LIABILITY AND YOU SHOULD READ THESE TERMS CAREFULLY.

1.1 Agreement. Frost Technologies Inc., a Delaware corporation (referred to as “Frost” or “us” or “we” or "Company" or similar terms) provides Users (as defined below) with access to an online platform known as the Frost Platform (the “Platform”), which provides aggregated and analyzed financial advice to guide our Users to trustworthy sources of advice as they make their own investments. The Platform is accessible to users via the www.ifrost.com website (and all other Frost related websites) (collectively, the “Site”) and may be accessible via one or more Frost Apps (as defined below). Frost provides the Platform, the Site, App, all Content accessible thereon, and all of our other Services subject to User’s compliance with all the terms, conditions, policies and notices contained or referenced herein (these “Terms of Use”), as well as any other written or electronic agreement between Frost and a particular User. In addition, when using the Platform, Site, App, Content and/or other Services, Users shall be subject to any posted guidelines, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines, rules or documentation are hereby incorporated by reference into these Terms of Use. BY ACCESSING OR UTILIZING THE PLATFORM (WHETHER VIA THE SITE OR THE APP), OR OTHERWISE ACCESSING CONTENT OR UTILIZING ANY OF THE SERVICES AND/OR REGISTERING WITH US (INCLUDING BY CLICKING “I AGREE” TO THESE TERMS IF PRESENTED TO YOU), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT AND CEASE ALL USE OF THE PLATFORM, THE SITE, THE APP AND ALL RELATED SERVICES NOW.

1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Use are effective as of the date that you first visit the Site, download/install/access the App or otherwise first access the Services. Frost reserves the right to change these Terms of Use from time to time without notice to Users and any modifications or changes to these Terms of Use shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Site, the App and these Terms of Use periodically and to be aware of any modifications. User’s continued use of the Services after such modifications will constitute User’s acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

1.3 No Corporate Use. The Services are only intended for Users acting in their individual capacity. We do not permit Users to enter into these Terms of Use on behalf of a company or other legal entity or business. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS NOR USE THE FROST PLATFORM OR ANY OF OUR OTHER SERVICES. USERS THAT ACCESS OR USE THE SERVICES IN VIOLATION OF THIS SECTION 1.3 SHALL BE FULLY RESPONSIBLE AND LIABLE TO US FOR ALL DAMAGES AND CLAIMS ARISING THEREFORM.

THE PLATFORM IS A SOFTWARE AND INFORMATIONAL BASED TOOL THAT PROVIDES AGGREGATED FINANCIAL INFORMATION TO FACILITATE INVESTMENT-RELATED RESEARCH BY USERS AND EDUCATIONAL RESOURCES FOR USERS TO BETTER UNDERSTAND INVESTING. FROST AND ITS AFFILIATES ARE NOT THEMSELVES FINANCIAL, INVESTMENT OR BUSINESS ADVISORS AND DO NOT THEMSELVES PROVIDE INVESTMENT-RELATED SERVICES OR OTHER PROFESSIONAL BUSINESS SERVICES OR ADVICE. THE SERVICES AND CONTENT, INFORMATION AND DATA IN THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY, AND ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, INVESTMENT, FINANCIAL, BUSINESS, TAX OR LEGAL ADVICE. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL SERVICES AND WE EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONTENT, INFORMATION OR DATA PROVIDED BY THE SERVICES MAY BE COMPLIANT WITH APPLICABLE INDUSTRY, REGULATORY OR LEGAL STANDARDS OR REQUIREMENTS CUSTOMARY IN THE FINANCIAL SERVICES OR INVESTMENT ADVISORY SERVICES INDUSTRIES. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE. YOU ARE SOLELY AND FULLY RESPONSIBLE AND LIABLE FOR YOUR INVESTMENT DECISIONS AND TAX OR FINANCIAL CONSEQUENCES. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC INVESTMENT STRATEGIES OR INVESTMENT PRODUCTS OR SECURITIES THAT MAY BE MENTIONED ON, REFERENCED BY OR INCLUDED IN THE SERVICES. RELIANCE ON ANY CONTENT, INFORMATION OR DATA PROVIDED BY FROST OR OTHERWISE APPEARING ON THE SERVICES IS SOLELY AT YOUR OWN RISK. THE DATA AND INFORMATION ACCESSED BY USER VIA THE SERVICES SHOULD NOT BE CONSTRUED AS A RECOMMENDATION BY FROST OR ANY OF ITS AFFILIATES TO BUY, SELL OR HOLD ANY INVESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF THE SERVICES, INCLUDING FOR DETERMINING THE MANNER IN WHICH YOU ACCESS AND USE THE SERVICES AND THE EXTENT TO WHICH YOU UTILIZE THE RESULTS OF THE SERVICES, INCLUDING THE EXTENT TO WHICH YOU MAKE INVESTMENT OR FINANCIAL DECISIONS BASED ON INFORMATION OBTAINED VIA THE SERVICES. IN PARTICULAR, WE ASSUME NO RESPONSIBILITY FOR THE CORRECTNESS OR APPROPRIATENESS OF ANY INFORMATION OR DATA YOU ACCESS VIA THE SERVICES. ALL SUCH INFORMATION AND DATA IS PROVIDED ON “AS IS” BASIS AND WE RECOMMEND THAT YOU SEPERATELY VERIFY AND CONFIRM ANY INFORMATION AND RESULTS YOU OBTAIN FROM THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGE OR INJURY RESULTING FROM TRADING LOSSES, LOSS OF PROFITS, LOSSES ARISING FROM ACCESS OR THE IMPOSSIBILITY OF ACCESS OR FROM THE USE OR IMPOSSIBILITY OF USE OF SERVICES OR FROM THE FACT THAT YOU HAVE RELIED ON INFORMATION GIVEN ON SERVICES. YOU BEAR SOLE RESPONSIBILITY FOR YOUR FINANCIAL AND INVESTMENT DECISIONS.

2. Definitions. The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.

“Affiliates” means Frost’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, Data Providers (as defined below), and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site, the App, the Content and any of our other Services (including Apple, Google and our Data Providers).

“App” means any software applications (including desktop applications) or mobile applications from time to time made available by Frost for purposes of accessing the Platform and that may be downloaded, installed or made otherwise accessible on a User’s computer or mobile device via the Site, desktop application, the Apple App Store, the Google Play Store, or other similar platforms.

“Content,” means any content, material, information, data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or otherwise accessed by Users on or through the Site, App or other Services but excludes User Material.

“Data Provider” means those certain third parties that provide information, data, content or materials to Frost that may be made available via the Services, including, without limitation, Nasdaq, Inc. and its subsidiaries and affiliates (“Nasdaq”).

“Data Provider Parties” means a Data Provider, its affiliates and each of their respective officers, directors, employees and agents.

"Services" means (i) the Platform, (ii) the Site, (iii) the App, (iv) all Content, (v) any specific service or offering that may be provided by Frost via the Platform, the Site or the App, which may include Premium Features (as defined below), (vi) any support services and related technologies, software and/or APIs that may be provided by Frost in its sole discretion for facilitating, maintaining and monitoring your use of the foregoing, and (vii) any other services or offerings that Frost may provide from time to time via the Platform.

“User” or “you” or “your” (and similar terms) means any person or entity that visits, views, uses or accesses any portion of the Site, the App or any of the other Services.

“User Material” means the content, material, information (including financial information), data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material that a User may import, upload or otherwise provide to the Service in connection with a User’s use of the Service.

3.1 Access and Use. Subject to the terms and conditions of these Terms of Use, Frost grants you a limited, non-exclusive, non-transferable right and license to access and use the Platform, the Site, the App and the other Services solely for your personal use (subject to any particular access plan you have selected and subject to any feature or other use restrictions based on the plan or Premium Features (if any) you are paying for). Without limiting the foregoing, Frost hereby further grants you a limited, non-exclusive, non-transferable right and license to download, install, access and use the App on your computer and/or mobile device strictly in accordance with these Terms of Use. You may only read and access the Content on the Services and no downloading, exporting, or scraping of Content is permitted.

3.2 Payments; Premium and Paid Features. The Frost Platform is a fee-based subscription service. Accordingly, in order to access and use the Frost Platform, you will need to pay all applicable subscription and access fees. Frost may also from time to time elect to charge additional fees in connection with all or a portion of the other Services, or to offer all or a portion of the other Services on a subscription basis, or may otherwise elect to restrict portions of the Site, the App or features and functionality within the Site or App, or certain other Services. All such advanced, additional, paid and subscription-based Services are collectively referred to herein as “Premium Features” and payment to Frost is required for Users to access and use such Premium Features.

We will notify you of any fees associated with the Services, including any Premium Features, as well as any additional terms and conditions that might apply to such paid or subscription Services, so that you may choose whether to purchase or subscribe therefor. If you desire to purchase or subscribe for the Frost Platform or any other paid Services, you agree to pay the rates or fees required by Frost at such time.

We may from time to time offer certain Users the ability to access and use certain Services on a free or reduced-rate trial basis. Access to certain Services or Content may be restricted during any free trial or reduced-rate trial basis. Relevant Services, time periods and rates will vary depending on promotions occurring at the time. Please note that continued use of those Services after the trial period will generally require payment of applicable rates and fees. In particular, you may be required to provide a valid credit card when registering to access and use any Services on a free or reduced-rate trial basis. In such case, unless you cancel the Service during your trial period, your trial access will automatically convert to a paid subscription and we will charge your credit card for all rates and fees then applicable to the relevant Services following the trial period. YOU ACKNOWLEDGE AND AGREE WITH THE FOREGOING AND PERMIT US TO CHARGE YOUR CREDIT CARD IN CONNECTION WITH ALL TRIAL SERVICES THAT HAVE SO CONVERTED TO PAID SERVICES.

3.3 Payment and Authorization. If you elect to purchase or subscribe for the Frost Platform or any other Services (including any Premium Features), a valid credit card will be required for paying accounts and Services will be billed in advance in accordance with the applicable pricing schedule. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Frost’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as mutually agreed, and grant us the right to charge your credit card (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis. You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information.

3.4 Renewals; Cancelation. All paid subscriptions are final and non-refundable. Subscriptions can be canceled online at www.ifrost.com at any time before the end of the applicable payment term. We generally bill on an annual or monthly basis depending on your subscription as further described on our Site subscription page www.ifrost.com. All subscriptions auto-renew unless explicitly canceled before the end of the term.

3.5 Data and Information from Third Party Sites. Users may be required or allowed to link to a Google, Facebook or Apple account or other third party account or site in order to provide, submit or upload User Material or other information to the Services. You expressly acknowledge and agree and grant us all necessary rights and licenses to access your User Material and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your User Material and other information to our Services, store such User Material and other information and process and use such User Material and information via the Services. You are solely responsible for complying with all third party agreements, terms of service or other applicable legal terms and ensuring that you have the right to transmit User Material and other applicable information to the Services and permit the Services to process the User Material and other information.

3.6 Limitations. Frost makes the Platform and other Services available to Users via the Site and the App. Frost reserves the sole right to either modify or discontinue all or a portion of the Services, including the Site, the App and any features therein, at any time with or without notice to User. Frost shall not be liable to User or any third party should Frost exercise such right. User understands and agrees that temporary interruptions of the Services may occur as normal events.

User further understands and agrees that Frost has no control over third party networks or data streams that User may access in the course of the use of the Services. Therefore, delays and disruption of network transmissions are completely beyond Frost’s control, as are the accuracy and completeness of information and data received via such third party networks or data streams. In particular, User acknowledges that we are not responsible for possible errors, faults, defects or omissions in, untimeliness of, interruptions or discontinued services caused by any Data Providers (with or without advance notice). We do not verify any data or information received from any Data Providers and disclaim any obligation to do so.

3.7 Equipment and Requirements. User acknowledges that certain portions or features of the Services may not be fully accessible or functional without: (i) a working computer or mobile device; a working Internet connection; (iii) a user account and/or an access/activation code or payment for Premium Features or any other Services that require payment; and (iv) other system elements, specifications, technology and/or equipment that may be specified by Frost from time to time. It is User’s responsibility to ensure that User has all required system elements. User understands and agrees that temporary interruptions of the Services may occur as normal events. Frost may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. Frost does not guarantee or warrant that any Content or User Material that you save, store or access through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup the files that you store or access on the Platform, the Site and/or the App. While we take data security and privacy seriously, you understand and agreed that the technical processing and transmission of the Services, including Content and User Material, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3.8 Maintenance. Without limiting any of the other terms and conditions of this Agreement, User acknowledges that Frost may perform maintenance on the Services from time to time (when and as needed as determined by Frost in its sole discretion), which may result in service interruptions, delays, or errors. Frost will not be liable for any such interruptions, delays, errors or bugs.

3.9 Reservation of Rights. You acknowledge and agree that the Platform, Site, App and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, Site, App or Services under these Terms of Use, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Frost and its Data Providers, licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

User’s affirmative act of viewing or using any portion of the Platform, the Site, the App or any of the other Services (including, without limitation, submitting any forms or communications to Frost via the Site or the App) constitutes User’s electronic signature to these Terms of Use and User’s consent to enter into agreements with Frost electronically. User also agrees that Frost may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Frost can send User electronic Notices (i) to the e-mail address that User provided to Frost (if any), or (ii) by posting the Notice through the Platform, the Site and/or the App. The delivery of any Notice from Frost is effective when sent or posted by Frost, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Use” link on the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

All questions, complaints, claims or other notices to Frost shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Platform.

Any notices or communication under these Terms of Use will be deemed delivered to Frost on the delivery date.

5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User as prompted by Frost’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Frost reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.

5.2 Restrictions. While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services; (iii) manipulate the Site, the App, the other Services, email responses or interfere with any other users use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Platform, the Site or the App or any of our other Services or business ideas, (vii) distribute viruses or any other technologies that may harm Company, or the interests or property of our other users; (viii) copy, modify, or distribute rights or content from the Platform, the Site or the App or commercialize any of our Services or any information or software provided with such Services; (ix) harvest or otherwise collect information about our users, including email addresses, without their consent; (x) use the Services to gain unauthorized access to Frost’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Platform, the Site, the App or other Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and Frost has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU SHALL NOT REDISTRIBUTE OR TRANSMIT THE PLATFORM (INCLUDING ANY CONTENT INCLUDED WITHIN THE PLATFORM) TO ANY THIRD PARTY, INCLUDING OTHERS WITHIN A COMPANY THAT YOU WORK AT.

5.3 Age for Use of the Services. User must be 18 years of age or older to visit or use any of the Services in any manner. By visiting the Site, using the App, receiving any of the other Services or otherwise accepting these Terms of Use, User represents and warrants to Frost that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Use. User also represents and warrants to Frost that Users will use the Services in a manner consistent with any and all applicable laws and regulations.

5.4 Remote Monitoring. Frost shall have the right and ability to monitor use of the Services remotely and/or electronically to confirm the number of users (if, to the extent applicable, pricing is based on number of users) using the Services and to otherwise verify User’s compliance with the terms of this Agreement.

5.5 Telemetry and Remote Collection. User acknowledges and agrees that the Site, the App and/or certain other Services, and/or certain Premium Features that may be available on the Site or the App or via Services, may transmit to Frost (and Frost may collect and use) certain data and information related to the Site, the App or the Services, including as related to its operation and use.

5.6 Remote Disablement. In the event that User does not pay any fees due for the Services (to the extent applicable), or for the Premium Features, when due or User is otherwise in material breach of the terms of this Agreement, User acknowledges and agrees that Frost may remotely disable or terminate use of the Platform, the Site, the App or other Services and/or Premium Features.

5.7 Data Provider Requirements. As already noted, certain Content made available on the Platform is provided by Data Providers. In order to access and use that Content, certain Data Providers require all Users to agree with and otherwise comply with the terms set forth in this Section 5.7. These terms are in addition to all other terms contained in these Terms of Use and may be expanded, updated or changed from time to time at the sole discretion of Frost and/or the Data Providers.

5.7.1 User agrees to only use the data and information User obtains via the Services in the manner and for the purposes expressly permitted by this Agreement and by any other policies, terms of use or other requirements from time to time communicated by Frost or a Data Provider. Without limiting the foregoing, User agrees not to distribute or disseminate onward any data or information obtained via the Services and not to otherwise alter any data or information received via the Services in a manner that adversely affects its accuracy or integrity or renders it misleading. User acknowledges and agrees that the Services are not sponsored or endorsed by any Data Provider, including Nasdaq.

5.7.2 In the case of Nasdaq as a Data Provider, User agrees to only use any data or information made available by or on behalf of Nasdaq via the Services in a manner consistent with (i) the rules, regulations, interpretations, decisions, opinions, orders and other requirements of the Securities and Exchange Commission; (ii) the rules, regulations, disciplinary decisions, and rule interpretations of Nasdaq and its Data Provider Parties (iii) Nasdaq’s operating procedures, specifications, requirements, and other documentation published by Nasdaq that is regulatory or technical in nature (including, but not limited to, user guides) published on the UTP Plan website located at www.UTPPlan.com or another website accessible by and made known to User; and (iv) all other applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the United States or any other applicable jurisdiction (including in the area of intellectual property); and (v) the successors, as they may exist at the time, of each of the foregoing. Additionally, User agrees to promptly (and, in any event, within 10 days) provide any and all information from time to time requested by Nasdaq or one of its Data Provider Parties related to User’s use of the Services. Without limiting any other rights of Frost hereunder, User’s failure to provide any such requested information in full within the required timelines may result in termination of access to the Services either permanently or until such time as the request is complied with.

6.1 Privacy Policy. The information Frost obtains through User’s use of the Site, the App and the other Services, including User information, is subject to Frost’s Privacy Policy which is specifically incorporated by reference into these Terms of Use.

6.2 User Material. You are responsible for all User Material submitted to the Platform, the Site, the App or any of the other Services and any activity that occurs under your account. You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Material. Frost shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services. Frost does not pre-screen, verify, confirm or otherwise authorize User Material. However, Frost and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Material that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Use. We also may from time to time establish additional guidelines or policies applicable to any User Material submitted to the Platform or other Services, and any such guidelines or policies are hereby incorporated by reference into these Terms of Use. You hereby agree to comply with all such additional guidelines and policies and you access and account may be terminated if you do not comply with such policies or guidelines.

6.3 License. User acknowledges and agrees and hereby grants Frost any and all rights and licenses to: (i) access, use, process, display and manipulate any User Material and any User systems as necessary to provide, improve and monitor the Services; and (ii) use User information and User Material for its commercial and marketing purposes consistent with Frost’s Privacy Policy, including, without limitation, to use User information and User Material for its research and analysis purposes.

6.4 Public Access. You understand and agree that certain information you may import to or process on the Platform, the Site, the App or other Services may become publicly available depending on your settings and whether Premium Feature or other paid Services are enabled. You are solely responsible for monitoring what information you might make publicly available and we are not responsible or liable for any claims related to you making such information publicly available.

7.1 Term. The initial term of your use rights shall be for the period of time in which you subscribe when you sign up for the Services. YOUR ACCESS RIGHT SHALL AUTOMATICALLY RENEW ON A MONTHLY OR YEARLY BASIS UNLESS YOU CANCEL THE SERVICES PRIOR TO THE RENEWAL. YOU AGREE TO THIS AUTOMATIC RENEWAL AND FOR US TO CHARGE ANY PAYMENT METHOD ON FILE FOR ANY AUTOMATIC RENEWAL.

7.2 Termination. User agrees that Frost may at any time, and at Frost’s sole discretion, terminate User’s access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that Frost will cooperate fully with investigations of violations of systems or network security at other sites. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Platform, the Site, the App or any of the other Services immediately ceases, and User acknowledges and agrees that Frost may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Platform, the Site, the App and the other Services. Frost shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Frost in connection therewith. Applicable provisions of this Agreement shall survive any termination.

The Platform, the Site, the App or other portions of the Services may link Users to other sites on the Internet or otherwise include references to or incorporate information, documents, software, materials, content and/or services provided by other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Frost’s control, and User acknowledges that Frost is not responsible for the accuracy, completeness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Frost responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Platform, the Site, the App, the Services, Frost or Frost’s Affiliates, or any warranty of any kind, either express or implied. You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.

9.1 Frost Ownership. By accepting these Terms of Use, User acknowledges and agrees that the Platform, the Site, the App and each of the other Services are protected by Frost’s, its Affiliates’ and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Frost and/or its Affiliates and/or their respective licensors. Any unauthorized use of Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither Frost nor Frost’s Affiliates warrant or represent that User’s use of Content displayed on, or obtained through, the Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that are available on the Platform, the Site or the App may be protected by patent applications pending in, or filed with, the United States, and Frost may prepare and file additional patent applications in selected foreign jurisdictions.

9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to Frost to use to improve Frost products or services. You acknowledge that submission of feedback and suggestions is voluntarily and Frost may consider or is developing technology that is the same or similar to your feedback or suggestions.

10. Suspected Copyright Violations. Frost respects the intellectual property of others, and Frost asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to Frost, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Frost to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Frost to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

THE PLATFORM, THE SITE, THE APP, THE SERVICES, AND ALL CONTENT ON, AND SERVICES PROVIDED THROUGH, THE PLATFORM, THE SITE, THE APP AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FROST AND ITS AFFILIATES MAKE NO WARRANTY THAT (A) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE APP, THE SERVICES OR RESULTS OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE PLATFORM, THE SITE, THE APP OR THE SERVICES FROM FROST OR FROST’S AFFILIATES WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR WILL BE PROVIDED IN A TIMELY MANNER. THE PLATFORM, THE SITE, THE APP, THE CONTENT AND/OR RESULTS OF THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE AND/OR THE APP ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

IN NO EVENT SHALL FROST OR ANY FROST AFFILIATE BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, TRADING LOSSES OR THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FROST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES, OR ANY CONTENT, OR WEB SITE REFERENCED OR LINKED TO FROM THE PLATFORM, THE SITE OR THE APP. FROST AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE PLATFORM, THE SITE, THE APP OR ANY OF THE OTHER SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS. WITHOUT LIMITING THE ABOVE, FROST SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND FROST SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES. FROST AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF ANY DATA OR INFORMATION ACCESSED VIA THE PLATFORM, THE SITE, THE APP OR THE SERVICES.

Upon a request by Frost, User agrees to defend, indemnify, and hold Frost, Frost’s Affiliates, the Data Providers and each of the Data Provider Parties harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, involve, are related to or otherwise are connected with (i) User’s use or misuse of the Platform, the Site, the App and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform, the Site, the App or any agreements entered into between Frost and User; (iii) any breach of or noncompliance with any provision of these Terms of Use; (iv) any violation of applicable law by User; (vi) any infringement or violation of any intellectual property rights by User (or by User’s actions or omissions, equipment or other property), whether Frost's rights or those of a Data Provider, Data Provider Party or other third party; (vii) any User Material that User imports, uploads or otherwise provides to the Service; and (viii) any claims from any third parties that may be impacted by, arise from or relate to your use of the Services (including any data or information obtained via the Services), whether authorized or unauthorized. Frost reserves the right, at Frost’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Frost in asserting any available defenses.

Although the Platform, the Site and/or the App and/or other Services may be accessible worldwide, Frost makes no representation that (i) use of, or Content on, the Platform, the Site, the App or any other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Platform, the Site, the App, or any other Services, or Content on the Platform, the Site or the App or made available via the Services, are compliant with foreign law. Users who choose to access the Platform, the Site, the App or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws and requirements. Any offer for any product, service, and/or information made in connection with the Platform, the Site, the App or with any of the other Services is void where prohibited.

User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Use and any claim or dispute that has arisen or may arise between User and Frost, except as otherwise stated in these Terms of Use. All claims under these Terms of Use or related to User’s relationship with the Platform, the Site, the App or the other Services shall be brought in Washington, DC.

16.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Frost, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and Frost are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Frost agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Frost agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

16.3 Pre-Arbitration Dispute Resolution. Frost is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Frost’s support team at support@ifrost.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Frost should be sent to Frost at support@ifrost.com Attn: McEwen Hardy (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Frost and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Frost may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Frost or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Frost is entitled.

16.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Frost and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Frost agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

16.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

These terms and conditions together with the Privacy Policy constitute the entire agreement and understanding between Frost and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and Frost. To the extent that anything in or associated with the Platform, the Site or the App is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence. Notwithstanding the foregoing, any submission or screen on the Platform, the Site or the App related to pricing or otherwise agreed to by User related to usage limitations or pricing for the Services shall supplement these Terms of Use and apply to the User.

The following terms apply only to downloads of the App from Apple. These terms are in addition to all other terms contained in these Terms of Use:

18.1 Acknowledgment. You acknowledge and agree that: (i) these Terms of Use represent an agreement between, and is concluded between, you and Frost only, and not Apple; and (ii) Frost, not Apple, is solely responsible for the App and the content thereof. Your use of the App must comply with the App Store Terms of Service and, to the extent there is a conflict between usage rules contained in these Terms of Use and those contained in the App Store Terms of Service, the usage rules from the App Store Terms of Service shall apply.

18.2 Scope of License. Without limiting any other terms and conditions of these Terms of Use, the license granted to you hereunder for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store Terms of Service, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

18.3 Maintenance and Support. Frost and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

18.4 Warranty. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App paid via iTune or the App Store, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and, as between Frost and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Frost.

18.5 Product Claims. You and Frost acknowledge that as between Frost and Apple, Frost (and not Apple) is responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, in each case to the extent required by these Terms of Use.

18.6 Intellectual Property Rights. You and Frost acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, as between Frost and Apple, Frost, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.

18.7 Legal Compliance. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

18.8 Third Party Terms of Agreement. Without limiting any other terms of these Terms of Use, you must comply with all applicable third-party terms of agreement when using the App.

18.9 Third Party Beneficiary. You and Frost acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof.

19.1 Assignment. User may not assign User’s rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. Frost may freely assign Frost’s rights and obligations under these Terms of Use and transfer, assign or novate these Terms of Use.

19.2 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, Frost shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform, the Site or the App arising from any event beyond Frost’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Frost’s reasonable control, whether or not similar to those which are enumerated above.

19.3 Enforceability; Severability. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

19.4 No Waiver. Any failure by Frost to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision or a waiver of Frost’s right to enforce or exercise any such provision of these Terms of Use in the future.

19.5 Intended Beneficiaries. These Terms of Use are strictly between Frost and User. There are no intended third party beneficiaries of these Terms of Use.

19.6 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site and Services and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.

19.7 Use of Words. The term “including” as used in these Terms of Use shall mean “including, without limitation,” unless the context otherwise requires.

BY USING THE PLATFORM, THE SITE, THE APP AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE AND/OR THE APP NOW AND CEASE ALL FURTHER USE THEREOF AND OF ANY RELATED SERVICES.

The User shall represent that it will not redistribute the Service in any form or manner to any third party. Use of the Service shall only be by employees of Authorized Users and solely for internal business purposes or personal, non-commercial use, as permitted in Frost’s agreement with MSCI or S&P.

The User shall represent that it will not use or permit anyone else to use the Service to create any securities products or indices based on the Service or any portion thereof.

The User shall represent that it will treat the Service as proprietary to MSCI and S&P, and/or their affiliates, and/or their third party providers. Further, the User shall acknowledge that MSCI and S&P, and/or their affiliates, and/or their third party providers are the sole and exclusive owners of the Service (including all trade secrets, copyrights, trademarks and other

The User shall represent that it will not, other than as expressly permitted in Frost’s agreement with MSCI or S&P: (i) alter, modify or adapt any component of the Service, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use the Service to verify the accuracy of other data or to correct such

other data; or (iii) resell or otherwise transfer or make the Service, or any part or component thereof, available to any other person or organization (including, without limitation, the User's present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau,

The User shall acknowledge that (i) S&P or MSCI may, in its sole and absolute discretion and at any time, terminate the User’s right to receive and/or use the Service; and (ii) provision of the Service is subject to termination in the event that the relevant agreement between Frost and MSCI or S&P is terminated in accordance with its terms.

The User shall acknowledge S&P or MSCI as a third party beneficiary of the User Agreement, entitled to enforce all provisions of such agreement relating to the Service.

THE DATA ARE PROVIDED TO USER ON AN "AS IS" BASIS. FROST, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

USER ASSUMES THE ENTIRE RISK OF ANY USE USER MAY MAKE OF THE DATA. IN NO EVENT SHALL FROST, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA, BE LIABLE TO THE USER, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE USER TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF LICENSEE, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

The User agrees to indemnify and hold harmless Frost, its information providers, and any other third party involved in or related to the making or compiling of the Service, from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in any manner out of the User's or any third party's use of, or inability to use, the Service or any breach by the User of the use restrictions regarding the Service.