This Product addendum (“Addendum”) forms part of the master license agreement between Macrobond Financial AB (“Macrobond”) and the Customer named below (“Agreement”) and sets forth the terms governing Customer’s use of the Macrobond Amplify Product. The effective date of this Addendum is the effective date of the Agreement or, if executed separately, the date of the last signature of this Addendum (“Effective Date”). Capitalized terms not defined in this Addendum will have the meanings given to them in the Agreement.
1.Definitions
Amplify means the Macrobond Product made available to Customer under this Addendum and identified in an applicable Order Form. In each instance that reference is made to “Product” in the Agreement, each such instance shall also include and refer to the Amplify, as applicable, including for the avoidance of doubt as referred to in the provisions set forth below.
Amplify Customer Output means human-readable visualization created by an Amplify Designated User(s) using the Products, including charts, graphs, dashboards and chartbooks in an interactive form, that Amplify Designated User(s) can share as Published Customer Output with an End User within Amplify, and does not include MBDocs, the underlying Data, Derived Data, or any structured, machine-readable, or otherwise encoded format capable of being used as a substitute for the Products or Data.
Amplify Designated User(s) means the number of individual user(s) licensed under the applicable Order Form, to access and use Amplify using a unique user identifier.
Consumption Metrics means usage data collected by Macrobond on End User and/or Designated User(s) use of Amplify and Published Customer Output.
End User means an individual person who has been authorized by (i) Macrobond to access Amplify and Macrobond Resources; and (ii) Customer to view Published Customer Output, in Amplify subject to the terms of the EULA
EULA means the end user license agreement between End User and Macrobond to access Amplify.
Macrobond Resources means resource material created by Macrobond and made available to Customer. In each instance that reference is made to “Product” in the Agreement, each such instance shall also include and refer to the Macrobond Resources, as applicable, including for the avoidance of doubt as referred to in the provisions set forth below.
Published Customer Output means to finalize the contents and settings of an Amplify Customer Output (including End User(s) and/or Designated Users access rights) and sharing with an End User or an Amplify Designated User(s) within Amplify.
Republish means to duplicate a Published Customer Output, apply changes and sharing as new Published Customer Output.
Public means visibility of Published Customer Output to any End User or Amplify Designated User within the Amplify and does not mean public availability outside of Amplify or access by an unauthorized user.
2.Licence Grant and Use
2.1 In addition to the rights granted under the Agreement and subject to the terms of this Addendum and the Agreement, Macrobond grants Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to Amplify for the following purposes only:
(a) to create Amplify Customer Output and Republish any Published Customer Output;
(b) share Published Customer Output with End User(s) and/or Amplify Designated User(s); and
(c) use Consumption Metrics made available by Macrobond solely for Customer’s internal performance analysis, research planning, modelling, and content distribution strategy, including evaluating engagement with and usage of Published Customer Output.
3.License Use Restrictions
3.1 Notwithstanding the license restrictions under the Agreement, Customer and/or an Amplify Designated User shall not:
(a) grant an End User or Amplify Designated User(s) any access to the Data, Derived Data, MBDocs or Macrobond Resources;
(b) grant access to Amplify other than to an Amplify Designated User or an End User (as applicable);
(c) use any Data and/or Derived Data in Amplify Customer Output that may be restricted from being uploaded to Macrobond servers;
(d) upload, include, or use in the Amplify Customer Output, any images, content, or third-party data that is unlawful, infringing, defamatory, obscene, misleading, hateful, or otherwise objectionable, or that Macrobond, in its reasonable discretion, considers inappropriate, harmful, or likely to expose Macrobond to legal, regulatory, or reputational risk;
(e) use Amplify (in whole or in part) with any AI System except as expressly permitted by the AI Acceptable Use Policy and, where applicable, the terms imposed by relevant Data Providers;
(f) share, distribute, publish, or otherwise make available Consumption Metrics to any third party, or use the Consumption Metrics for any purpose other than as expressly permitted under Section 2.1; or
(g) use Amplify Customer Output or permit any End User and/or Amplify Designated User to use Published Customer Output to extract, download, scrape, reuse, or otherwise accessing any Data, Customer Data, or other content in the Amplify Customer Output, other than except as expressly permitted under this Addendum.
4.Customer Warranties, Responsibilities and Obligations
4.1 Customer represents and warrants that Customer:
(a) has provided all necessary notices and obtained all necessary consents from each End User and/or Designated User(s) to disclose and share End User and/or Designated User(s) personal details (including name and email address) with Macrobond, for of Macrobond to provision and service Amplify. With respect to any Personal Data shared by Customer and processed by Macrobond in connection with Amplify, Macrobond shall comply with the Data Processing Addendum (“DPA”). With respect to any Personal Data obtained by Macrobond as a controller, Macrobond shall comply with the Macrobond Privacy Policy;
(b) any access and use of Amplify and sharing of Published Customer Output and Macrobond Resources shall at all times comply with Customer’s own internal policies and procedures, and all applicable laws, rules, and regulations, including without limitation those relating to the handling, use, and disclosure of material non-public information (“MNPI”);
(c) has the relevant rights and permissions to (i) the Data, Derived Data, Customer Data and Amplify Customer Output; and (ii) have the right to copy all items from the Customer’s environment to Macrobond systems for hosting; and
(d) is solely responsible for all content, images and third-party data in Amplify Customer Output and Published Customer Output, including the publication, distribution and compliance with applicable laws and third-party rights of the aforementioned.
4.2 Customer shall:
(a) inform Macrobond in writing prior to accessing Amplify where Customer may wish to opt out of using the AI features available within Amplify. If Macrobond does not receive such written notice in advance, the Customer will be provided access to the AI features by default;
(b) ensure that (to the extent technically and commercially feasible) the Amplify Customer Output and Published Customer Output credits Macrobond or the applicable Data Providers as the source of the Data. For Macrobond attribution, Customer shall include the following notice: ''Source: Macrobond”;
(c) ensure that the Published Customer Output includes a disclaimer or notice, stating that Macrobond is not responsible for the content, conclusions, opinions, advice, or statements included in the Published Customer Output;
(d) be responsible for configuring the visibility and functionality of Published Customer Output, including but not limited to whether Published Customer Output is shared privately or made Public within Amplify, and for any access to or use of the Published Customer Output resulting from such configuration; and
(e) not rely on any Macrobond Resources as the basis for making any investment, trading, business, legal, or other decisions.
5.Macrobond Rights and Obligations
5.1 Subject to the terms of this Addendum, Macrobond:
(a) shall take a snapshot of the Derived Data, Customer Data and Amplify Customer Output to be hosted on Macrobond servers for the purpose of making available the Amplify functionality to Customer, Amplify Designated User(s) and End User(s);
(b) may use Amplify Customer Output, associated MBDocs, and customer interactions processed within Amplify for the purposes of operating, supporting, securing, and improving the Amplify product, including by applying automated, statistical, and artificial intelligence techniques, provided that such use is limited to the Amplify product and does not include training or fine-tuning general-purpose AI models or developing AI services unrelated to Amplify; and
(c) may (but has no obligation to) remove, disable access to, or suspend the Amplify Customer Output where Macrobond reasonably determines that such content breaches this Addendum, the Agreement, or poses legal, regulatory, security, or reputational risk.
5.2. Customer acknowledges that access to Amplify is currently provided on an unmetered usage basis and as Customer’s usage patterns of Amplify may evolve over time, this may materially exceed typical or anticipated usage levels, therefore Macrobond reserves the right to adjust the commercial usage model as appropriate on notice to Customer. Any such adjustments, including the introduction of usage-based metrics or pricing, would apply on a prospective basis only, taking effect no earlier than the subsequent Renewal Term or subject to a new Order Form, unless otherwise agreed in writing.
6.Proprietary Rights and Usage Data.
6.1 Customer owns Amplify Customer Output and may share it internally and externally without restriction in accordance with the terms of this Addendum. For the avoidance of doubt, ownership of Amplify Customer Output does not grant Customer, an Amplify Designated User or the End User any rights (including all intellectual property rights) in the Data, MBDocs, Macrobond Resources, or Products, which remain subject to the Agreement.
6.2 Macrobond may use any data, feedback or information that Customer and/or Designated User(s) makes available to Macrobond or that Macrobond derives or generates from Customer’s and/or Designated User(s) access, use or creation of Amplify Customer Output or Published Customer Output (“Feedback”) without obligation to Customer. Macrobond shall use Feedback solely for internal purposes and Customer hereby irrevocably assigns to Macrobond all right, title, and interest in and to the Feedback.
7.Termination
7.1 Upon termination or expiration of an active Order Form under which Amplify is licensed, or this Addendum, the termination terms under the Agreement shall apply.
7.2 Without limiting its rights under the Agreement, Macrobond may disable or restrict access to specific Amplify Customer Output following termination or suspension under this Addendum.
7.3 In each instance that reference is made to “Customer Output” in the “Term and Termination” section of the Agreement, each such instance shall also include and refer to Amplify Customer Output and Published Customer Output, as applicable.
8. Limitation of Liability and Indemnity
8.1 Macrobond shall have no liability to Customer arising from or relating to any Amplify Customer Output, Published Customer Output, or any images, content, or third-party data uploaded, published, or distributed by Customer or End Users through Amplify, except as expressly provided in the Agreement.
8.2 Customer’s indemnification obligations under the Agreement shall apply to this Addendum, and in each instance that reference is made to “Customer Output” in the “Customer Indemnification” section of the Agreement, each such instance shall also include and refer to Amplify Customer Output and Published Customer Output, as applicable.
9. Miscellaneous
9.1 This Addendum applies only to Amplify. All other Products, Data, Macrobond Data, metadata, MBDocs, Software and the Data Feed Services remain subject to the Agreement.
9.2 In the event of any conflict between this Addendum, the Agreement or an Order Form, the following order of precedence will apply: (1) an Order Form, (2) this Addendum and (3) the Agreement, only with respect to such conflict.
9.3 This Addendum shall be governed by and construed in accordance with the governing law as stated in the Agreement.