Last updated: August 2023
This webpage contains additional notices and terms referred to in your agreement with Wilshire Indexes (the "Agreement"). The provisions of this webpage are incorporated into and form a part of the Agreement. Unless otherwise defined herein, capitalised terms have the meaning given to them in the Agreement. We use the term "Licensee" in this webpage to refer to the entity which is our customer in the relevant Agreement. Wilshire Indexes may update this page from time to time: please check it regularly.
CONTENTS TABLE
WILSHIRE INDEXES ATTRIBUTION AND DISCLAIMER REQUIREMENTS
A. Wilshire Indexes - General
Wilshire® and Wilshire 5000® are registered trademarks owned by Wilshire Advisors LLC and are used under license. Licensee shall not make any promises or representations or give any warranties, conditions, guarantees or other terms, commitments or indemnities on behalf of Wilshire Indexes or in respect of the Products. Licensee shall not directly represent or imply that Licensee or the Licensee Products are "certified" by Wilshire Indexes or that their performance is guaranteed by Wilshire Indexes or that Wilshire Indexes otherwise supports, endorses or recommends Licensee or Licensee Products.
B. Wilshire Indexes - Data Addendum requirements
In all Permitted Publications, Licensee will refer to the Products as follows: "[Applicable Wilshire Index Name(s)]SM from Wilshire Indexes and its licensors. Wilshire® and Wilshire 5000® are registered trademarks owned by Wilshire Advisors LLC and are used under license. "FT" is the trade mark of The Financial Times Limited and is used under license." or alternate language notified in writing by Wilshire Indexes.
C. Wilshire Indexes - License Addendum requirements
1. Attribution
Except where paragraph 2 ('Licensee Product Disclaimer') below applies, Licensee will use the following attribution notice when referring to any Products or Wilshire Indexes Marks in any Informational Materials that use or refer to Wilshire Indexes, Wilshire Indexes Affiliates, Products or Wilshire Indexes Marks: "[Applicable Wilshire Index Name(s)]SM [is/are] [a] servicemark[s] owned or licensed by Wilshire Opco UK Limited ("Wilshire Indexes") and its licensors and have been licensed for use by [Licensee]. Wilshire® and Wilshire 5000® are registered trademarks owned by Wilshire Advisors LLC and are used under license. "FT" is the trademark of The Financial Times Limited and is used under license. All copyrightable subject matter and all other intellectual property rights in a Wilshire Indexes index and Wilshire Indexes data is © [current year] Wilshire Indexes or its licensors, all rights reserved. [Name of Licensee Product(s)] [is/are] not sponsored, endorsed, sold or promoted by Wilshire Indexes and Wilshire Indexes makes no representations, warranties or other commitments with respect to [Name of Licensee Product(s)]. Wilshire Indexes does not accept any liability to any person for loss or damage arising out of any error or omission in Wilshire Indexes' indexes or data.", or alternative language notified in writing by Wilshire Indexes.
2. Licensee Product Disclaimer
Licensee will include the following disclaimer in any: (i) filing with a governmental authority relating to Licensee Products; (ii) prospectus, registration statement, placement or offering memorandum or similar disclosure document relating to the Licensee Products; and (iii) in any contracts relating to the Licensee Products (and upon request shall furnish copies thereof to Wilshire Indexes). Licensee also agrees to be bound by the terms of the following disclaimer (or alternative language notified in writing by Wilshire Indexes).
"[Applicable Wilshire Index Name(s)]SM [is/are] [a] servicemark[s] owned or licensed by Wilshire Opco UK Limited ("Wilshire Indexes") and its licensors and have been licensed for use by [Licensee]. Wilshire® and Wilshire 5000® are registered trademarks owned by Wilshire Advisors LLC and are used under license. "FT" is the trademark of The Financial Times Limited and is used under license. All copyrightable subject matter and all other intellectual property rights in a Wilshire Indexes index and Wilshire Indexes data is © [current year] Wilshire Indexes or its licensors, all rights reserved. [Name of Licensee Product(s)] [is/are] not sponsored, endorsed, sold or promoted by Wilshire Indexes and Wilshire Indexes makes no representations, warranties or other commitments with respect to [Name of Licensee Product(s)]. Wilshire Indexes does not accept any liability to any person for loss or damage arising out of any error or omission in Wilshire Indexes' indexes or data.
Wilshire Indexes does not:
Wilshire Indexes shall have no liability in connection with the [NAME OF LICENSEE PRODUCT(S)]. Specifically:
Wilshire Indexes makes no representation, warranty or other term, express or implied, regarding:
Wilshire Indexes shall not have any liability for any errors, omissions or interruptions in the [PRODUCTS]or related data;
Under no circumstances will Wilshire Indexes be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if Wilshire Indexes knows that they might occur.
The licensing agreement between [LICENSEE] and Wilshire Indexes is solely for their benefit and not for the benefit of the owners of the [LICENSEE PRODUCT(S)] or any other third parties.
D. Wilshire Indexes - Distribution Addendum requirements[*]
Licensee will refer to the Products with the following language on or in close proximity to the distribution file or display: "[Applicable Wilshire Index Name(s)]SM from Wilshire Indexes and its licensors. Wilshire® and Wilshire 5000® are registered trademarks owned by Wilshire Advisors LLC and are used under license. "FT" is the trade mark of The Financial Times Limited and is used under license." or alternate language notified in writing by Wilshire Indexes. Wilshire Indexes does not accept any liability to any person for loss or damage arising out of any error or omission in Wilshire Indexes' indexes or data.***
SOURCES ATTRIBUTION AND DISCLAIMER REQUIREMENTS
E. Sources - General
Licensee is solely responsible for obtaining and maintaining, at its own cost, all third-party consents and licenses and for making all filings necessary to receive and/or use the Products, including consents of Sources as may be required by Wilshire Indexes and shall certify to Wilshire Indexes in writing receipt of the same upon Wilshire Indexes' request. If Licensee breaches these attribution and disclaimer requirements, Wilshire Indexes may without liability suspend the provision of the Products. Licensee agrees also to comply with the attribution and disclosure requirements of Sources, as set out below.
F. SEDOL Masterfile Data
The Products contain SEDOL Masterfile® data sourced from the London Stock Exchange®. Licensee may not reproduce and/or extract or re-distribute this data other than with the London Stock Exchange's prior written consent. It is the obligation of Licensee to ensure they have the appropriate license in place with the London Stock Exchange to receive this data. Licensee agrees that Wilshire Indexes may provide Licensee's: (i) contact information to the London Stock Exchange to allow verification of the license status; and (ii) account information and other records and documents relating to the receipt or re-distribution of data to the London Stock Exchange. Wilshire Indexes is required to exclude SEDOL Masterfile data from Products until such time as the London Stock Exchange confirms that permission has been granted to use this data. The London Stock Exchange may require Wilshire Indexes to cease the provision of the SEDOL Masterfile® if requested to do so by the Exchange where Licensee is in breach of its license with the London Stock Exchange (and Wilshire Indexes hereby excludes all liability in respect of any such cessation).
G. CUSIP Database
Licensee agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Any use by Licensee outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Licensee agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
Licensee agrees that Licensee shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Licensee further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN "AS IS" BASIS, WITHOUT ANY, WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
Licensee agrees that the foregoing terms and conditions shall survive any termination of its right to access the materials identified above.
H. FactSet Data
The Products may contain data sourced from FactSet Research Systems Inc. ("FactSet"). FactSet disclaims all liability arising from any use of its data in connection herewith, including without limitation for any errors and omissions contained therein.
I. ICE Data
The Products may contain data from ICE Data Pricing & Reference Data, LLC ("ICE Data Services"), in which case the following provisions apply:
(a) ICE DATA SERVICES AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER AND SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY ERRORS, OMISSIONS OR MALFUNCTIONS IN THE SERVICES.
(b) Licensee acknowledges that the services from ICE Data Services are intended for use by institutional investors, registered brokers, professionals and others of similar sophistication and experience.
(c) Licensee accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of any of the services from ICE Data Services, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable securities law.
(d) Licensee shall indemnify ICE Data Services and its suppliers against and hold ICE Data Services harmless from any and all losses, damages, liability, costs, including attorney's fees, resulting directly or indirectly from any claim or demand against ICE Data Services or its suppliers by a third party arising out of or related to any services of ICE Data Services received by Licensee, or any data, information, service, report, analysis or publication derived therefrom. Neither ICE Data Services nor its suppliers shall be liable for any claim or demand against Licensee by a third party.
(e) ICE Data Services and its third party suppliers shall constitute third party beneficiaries hereunder.
(f) Unless otherwise agreed to in writing, data from ICE Data Services may be used by Licensee solely for their internal use and benefit within the Products. Use of such data expressly excludes, without limitation, the following, unless express prior authorization, in writing, by ICE Data Services:"
(g) Licensee agrees to keep complete and accurate books, records and related documentation concerning the use of the ICE Data Services' data. ICE Data Services and/or its third party suppliers, either directly or through a third party independent auditor, are hereby granted the right to (i) audit and examine, upon reasonable notice, Licensee's books, records and applicable computer equipment, devices, components, transmission equipment and software used by Licensee in connection with the installation, maintenance, accessing, delivery, transmission, reception, retrieval or use by Licensee of the ICE Data Services' data, and (ii) observe, upon reasonable notice, operations conducted by License relating to the use of the data. This right will be exercised by ICE Data Services not more than once during any twelve (12) month period pursuant to any reasonable security or confidentiality provisions at Licensee's request.
J. FT Index Name requirements
1. Introduction
This Section contains the FT Index Name Requirements referred to in the Agreement. "FT" is the trademark of The Financial Times Limited and is used under license. This Section governs Licensee's use of the FT Mark in the name of a Wilshire Index (an "FT Index Name"). This Section does not grant Licensee any right or license to the FT Mark or an FT Index Name (the full extent of Licensee's right and license being set out in the Agreement). Instead it contains additional requirements Licensee must adhere to. Licensee will not (and will not purport to) grant any sub-license or permit any other person to use an FT Index Name. Nothing gives Licensee any right to use: (i) the FT Mark alone or in any other form (including, without limitation, the logo mark "FT"); (ii) "FINANCIAL TIMES" (with those two words in that order) as a trademark; or (iii) any other FT IP.
2. Branding, Materials, Etc.
Licensee will: (i) only use the FT Index Name in a manner permitted by the FT brand guidelines (available on request and as updated from time to time); (ii) at Wilshire Indexes' request, provide samples of any materials in any format or medium on which the FT Index Name is, or is proposed to be, used ("Materials") and make any amendments requested by Wilshire Indexes necessary for Wilshire Indexes to comply with the FT Agreement; (iii) at Wilshire Indexes' request, provide all reasonable information relating to any material advertising or promotional campaign which Licensee proposes to undertake in which the FT Index Name is used, and Licensee shall, prior to the release of that campaign, at Wilshire Indexes' request, make any reasonable amendments to that campaign in relation to the use of the FT Index Name; (iv) include in any relevant Materials such wording as Wilshire Indexes may request excluding any liability of FT for any Licensee product, to the extent that Wilshire considers that such text is capable of being included in the relevant Materials; and (v) ensure that, where reasonably practicable, all references to the FT Index Name on any Materials are accompanied by the following statement: ""FT" is the trademark of The Financial Times Limited and is used under license.".
3. Other restrictions
Licensee will ensure that it complies with applicable law, regulation and best industry practice in respect of its use of the FT Mark. Licensee will not undertake any activity which would require FT to be regulated by any regulatory authority and shall, in any event, immediately cease any activity on becoming aware that it would require FT to become so regulated. Licensee will ensure that its directors, officers, agents and employees do not hold themselves out as being endorsed by or representing FT. Licensee will not do or fail to do any act or thing whereby the validity, enforceability or FT's ownership of the trademark registrations for the FT Mark, or the reputation or goodwill associated with the FT Mark, will or may be prejudiced. Licensee shall not use any FT Mark or any mark confusingly similar to any FT Mark or "FINANCIAL TIMES" ("FT Associated Mark") as part of any corporate, business or trading name, including on stationery, invoices, business cards or email addresses. Licensee shall not register any domain name, URL or any social media account that contains any FT Mark or any FT Associated Mark or any names confusingly similar thereto. Licensee shall not do or omit to do anything calculated or reasonably likely to damage the goodwill or reputation attaching to the FT Mark, the FT Associated Marks, FT or any member of FT's group. Licensee will not launch any website, mobile application or any other digital, online or printed publication targeted specifically at an audience predominantly based in India using any FT Associated Marks.
5. Termination
Wilshire Indexes may terminate Licensee's right to use the FT Index Name forthwith on written notice to Licensee if: (i) Licensee breaches this Section ?J; (ii) Licensee commits or omits any act which would, if committed or omitted by Wilshire Indexes, cause Wilshire Indexes to breach the FT Agreement; or (iii) Wilshire Indexes is required to do so by FT. Licensee's right to use the FT Index Name will terminate automatically on termination of the Agreement or the FT Agreement. If Licensee's right to use an FT Index Name terminates, Licensee will cease all such use of the FT Index Name and change the name of the relevant Licensee Product so that the FT Index Name is not used as soon as reasonably practicable and in any event within the time periods required in the FT Agreement.
