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WorldQuant BRAIN User Agreement

This Platform User Agreement, together with any website terms of use posted herewith (this "Agreement") governs your access to and use of the WorldQuant Brain platform software, tool, service and website and any related documentation, as any of the foregoing may be changed from time to time (in part or in whole, the "Platform"). The Platform is made available by Virtual Research Center LLC (along with its affiliates from time to time, "Company" or "we" or "us" or possessives thereof). We may change this Agreement from time to time, by posting a revised Agreement. BY ACCESSING OR USING THE PLATFORM, YOU ACCEPT AND AGREE TO THIS AGREEMENT AND YOUR CONTINUED ACCESS AND USE OF THE PLATFORM, INDICATES YOUR AGREEMENT TO ANY CHANGES AND/OR AMENDMENTS TO THE AGREEMENT. If you do not agree to this Agreement or any changes and amendments thereto, you should not access or use the Platform. THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION, AS SET FORTH ON CLAUSE 20(i) BELOW.

Who You Are. For purposes of this Agreement, the term "you" and possessives thereof mean you, the individual who registers for access to the Platform or accesses or uses the Platform.
License to the Platform and Output. In consideration of Your License (as defined below), we hereby grant to you the following license: (a) a royalty-free, non-exclusive right and license to access and use the Platform in those jurisdictions from which you initiate or we provide access to the Platform website for as long as you are a registered user of the Platform, and (b) a royalty-free, worldwide, transferable, sublicenseable, irrevocable, non-exclusive, perpetual right and license to freely use, copy, distribute, exploit, and prepare derivative works based upon the output of the Platform application resulting from your use ("Output") and/or to incorporate any and all of Output into other works in any form, media, or technology now known or later developed (such license in clauses (a) and(b), collectively hereinafter referred to as "Our License").
License to Input. In consideration of Our License, you hereby grant to us a royalty-free, worldwide, fully transferable, sub-licensable, irrevocable, non-exclusive, perpetual right and license to freely use, copy, distribute, make available to the public by any means, modify, adapt, translate, exploit, perform, display, make, sell, offer for sale, import, export and prepare derivative works based upon any and all code, algorithms, ideas, comments, recommendations, methods, designs, plans, techniques, processes, calculations, analyses, or other feedback, data or information (other than personal data or information) that you input into or provide through the Platform or otherwise provide to us or that is incorporated into or reflected or effectuated by any of the foregoing (in whole or part) (any of the foregoing, individually or collectively, "Input") and/or to incorporate any and all of Input into other works in any form, media, or technology now known or later developed (such right and license, collectively hereinafter referred to as "Your License"). Moreover, unless otherwise restricted by applicable law, you hereby waive and, to the extent not waiveable, agree not to exercise any "moral rights" or corresponding rights in other jurisdictions in having Input edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you or having Input attributed to you.
No Financial Compensation or Obligation to Offer Employment Or Other Business Relationship. Notwithstanding anything else in this or any other agreement or document, you will have no obligation whatsoever to (a) provide any compensation to us (other than Your License and your agreement to this Agreement) relating to Our License or your use of the Platform or any Output, (b) share with us any revenue, gain or profit from your use of the Platform or use or exploitation of any Input or Output, or (c) accept any offer of employment or any other relationship with us under any circumstances except if you agree to a written employment or business relationship agreement and then only as expressly stated in such agreement; and the fact that you do not provide any monetary compensation to us or agree to any employment or business relationship agreement with us will not affect any of your rights hereunder. Notwithstanding anything else in this or any other agreement or document, we will have no obligation whatsoever to (x) provide any compensation to you (other than Our License) relating to Your License or any Input or Output or (y) share with you any revenue, gain or profit from our use or exploitation of Your License or any Input or Output; or (z) offer any employment to you or any other relationship with you under any circumstances except if we elect in our sole discretion to provide you with a written employment or business relationship offer letter and then only as expressly stated in such letter; and the fact that we do not provide any monetary compensation to you or offer employment or any other relationship to you will not affect any of our rights hereunder.
Ownership. Notwithstanding anything else in this Agreement or any other agreement, we (or in some cases, our licensors) have and will continue to have exclusive ownership of (a) the Platform, (b) all the content (including audio, photographs, illustrations, graphics, other visuals and recordings, text, video, copy, software, trademarks, logos, etc.), code, data and materials thereon or therein (other than Input), the look and feel, design and organization of the Platform, the compilation of the content, code and data thereon or therein, and the processes, inventions, materials and data used by the Platform other than Input (the items in this clause (b) collectively, "Platform Elements"), (c) all Output, and (d) all worldwide copyrights, patent rights, trademarks, rights in designs, rights in confidential information, trade secret rights and other intellectual property rights and registrations and applications for registrations (collectively, "IP") in, to or related to any of the Platform, Output or Platform Elements, and to the extent that you have or obtain any of such IP, you hereby transfer and assign and agree to transfer and assign (or shall procure the transfer and assignment of) such IP to us fully and unconditionally on a royalty-free and worldwide basis in perpetuity and agree to execute such documents as we may request to memorialize or perfect any of the foregoing. Moreover, to the extent permissible under applicable law, you hereby waive or, to the extent not waiveable, agree not to exercise any "moral rights" or corresponding or equivalent rights in other jurisdictions in having Output edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you.
Maintenance of Input and Output. We cannot be responsible for maintaining any Input or Output, and we may delete or destroy any Input or Output (in any form provided to, or held by us) at any time.
Prohibited Use; Confidentiality. You will not and will not assist anyone else to (i) modify, adapt, enhance, copy, translate, create a derivative work from, disclose to a third party, publicly display by any means, reverse engineer, disassemble or decompile the Platform; (ii) recompile or modify any source code that may be provided by us or use any results of use of the Platform to reverse engineer the Platform or discover any strategies, processes and techniques used by, or embodied in, the Platform; (iii) attempt to circumvent, decrypt, or otherwise alter or interfere with the Platform; (iv) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on, with or through the Platform through any means, including through means not intentionally made publicly available or provided for through the Platform; (v) engage in “spidering”, "screen scraping", "database scraping", or any other automatic or unauthorized means of accessing, logging-in or registering on the Platform, or obtaining lists of users or other information from or through the Platform, including any information residing on any server or database connected to the Platform; (vi) use the Platform in any manner that could interrupt, damage, disable, overburden or impair the Platform or interfere with any other party's use and enjoyment of the Platform; (vii) use the Platform or any Output in violation of Company's or any third party's IP or other proprietary or legal rights; (viii) use the Platform or any Output in violation of any applicable law; or (ix) use or access the Platform except as explicitly permitted by this Agreement. Any distribution, publishing or exploitation of the Platform, or of any Platform Elements, is strictly prohibited unless you have received our express written prior permission.
User Information. In the course of your use of the Platform, or the user registration process associated with the Platform you may be asked to provide to us certain personalized information or other information relating to you ("User Information"). Our information collection and use policies with respect to the privacy of personal information are set forth in our Privacy Policy available at policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of all information relating to you that you provide to us, and by virtue of your acceptance of these terms, you consent to us processing your personal data in accordance with the Privacy Policy.
Your Representations and Warranties. You represent and warrant to us as of the date of your registration to access and use the Platform and each date that you access or use the Platform as follows:
(a) You have the full legal right, power and authority to: (1) execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (2) grant Your License; (3) post the Input you are posting to the Platform as it is posted; and (4) agree to our ownership of the Platform, Output, Platform Elements and the IP in, to or related to the same.

(b) You are the sole owner of the Input and all IP thereto and therein, and you have full power and authority to enter into and perform this Agreement, grant Your License, post the Input you are posting to the Platform as it is posted and agree to our ownership of the Platform, Output, Platform Elements and the IP in, to or related to the same.

(c) The execution, delivery and performance of this Agreement do not conflict in any material respect with any of your organizational documents, any agreement to which you are a party or are bound, or any court order or judgment.

(d) This Agreement is a legal, valid and binding obligation enforceable against you in accordance with its terms, subject to (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (B) general principles of equity.

(e) We may use the Input as permitted herein without violating any applicable law, rule or regulation or the IP or other rights of any third party, or any license, sublicense, covenant or contract between you and any third party and there is currently no actual or threatened claim, demand, or suit by any third party based on alleged violation of any of the foregoing.

(f) The Input shall not contain any computer code intentionally designed to: (i) disrupt, disable, harm, modify or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of the Input or our or any Protected Person's (as defined below) software, firmware, hardware, systems, website, data or networks (collectively, "Our Network"), (ii) disable any Input or Output or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (such code sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices), or (iii) permit you or any third party to access any part of Our Network. For the avoidance of doubt, any of the foregoing may include malware, e.g., trojan horses, bots, viruses, rootkits, adware, spyware, ransomware or worms. In addition, you shall not, for any reason or at any time (either during or after the term of this Agreement), invoke or otherwise use any disabling code that may be contained in the Input.

Our Representations and Warranties. We have the full legal right, power and authority to:

(aa) execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby;

(bb) grant Our License; and

(cc) provide the Platform hereunder.

Trademarks. WORLDQUANT and WEBSIM are our registered trademarks and WORLDQUANT BRAIN is our trademark. You shall not use our trademarks unless specifically authorized in writing.
Impersonation or Misrepresenting. While registering for access to the Platform or accessing or using the Platform, you represent and warrant that you have not and shall not: (a) impersonate any person; (b) misrepresent your identity, age, identifying or contact information or non-affiliation with another person or entity; or (c) use any other person's User Codes (as defined below). You further represent that at the time you register for access to the Platform, you are of sufficient legal age to create the binding legal obligations, grant the rights and make the assignments set out in this Agreement.
Limits On Input. You agree not to upload any Input on or through the Platform or otherwise provide us with any other materials which (a) violate any applicable law, rule or regulation, (b) violate, plagiarize or infringe any IP of a third party, or (c) violate or breach any confidentiality, contract or other legal rights of any third party. You should therefore be careful and selective about the information that you disclose in your submissions to the Platform and us, and in particular, you warrant that you have not disclosed and will not disclose any sensitive, proprietary or confidential information of a third party without proper authorization.
Right to Control Access. We reserve the right at any time and from time to time to make any changes to the Platform and/or to limit or remove your access to the Platform.
Linking to the Platform. You will not link from any other web site to the Platform in any manner such that the Platform, or any page of the Platform, is "framed", surrounded or obfuscated by any content, materials, advertising or branding or displayed on another website.
Indemnification. You agree to defend, indemnify (on demand) and hold Company, its affiliates, any fund, account or other client for which we provide services and the respective directors, officers, employees, agents and licensors of any of the foregoing (collectively, the "Protected Persons") harmless from and against any and all claims, actions, proceedings, liabilities, losses, costs and expenses, including reasonable attorneys' fees, relating to or arising from (i) your access to or use of the Platform, (ii) your use of any Output, or (iii) your breach or violation of any applicable law relating to this Agreement or the Platform, or any provision of this Agreement or any representation or warranty herein. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with any such defense.
DISCLAIMER OF WARRANTIES AND RESULTS.
THE PLATFORM IS PROVIDED "AS IS", "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT THE PLATFORM OR ANY OUTPUT WILL BE TIMELY, SECURE, UNINTERRUPTED, COMPLETE, ERROR FREE OR WILL MEET ANYONE'S REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED, AND WE MAKE NO GUARANTEES OF ANY KIND WITH RESPECT TO ANY EMPLOYMENT OR EMPLOYMENT RESULTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FURTHERMORE, THE PLATFORM PRODUCES AN ESTIMATE OF THE PAST INVESTMENT RESULTS OF A SELECTED PORTFOLIO AND DOES NOT NECESSARILY ACCURATELY PREDICT FUTURE TRADING RESULTS OR PERFORMANCE OF ANY STRATEGY OR ALGORITHM, WHICH MAY VARY SIGNIFICANTLY FROM THE RESULTS INDICATED BY THE OUTPUT. ALL OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE PLATFORM CONSTITUTES OR SHOULD BE CONSTRUED AS AN OFFER OR SOLICITATION TO BUY OR SELL ANY SECURITY. ALTHOUGH THE PLATFORM MAY INCLUDE INVESTMENT-RELATED INFORMATION, NOTHING ON THE PLATFORM IS OR SHOULD BE CONSTRUED AS A RECOMMENDATION TO PURCHASE, SELL OR HOLD ANY SECURITY OR OTHER INVESTMENT, OR TO PURSUE ANY INVESTMENT STYLE OR STRATEGY. WE DO NOT GIVE ANY ADVICE OR MAKE ANY REPRESENTATIONS THROUGH THE PLATFORM AS TO WHETHER ANY STRATEGY, ALGORITHM, SECURITY OR INVESTMENT IS SUITABLE TO YOU OR WILL BE PROFITABLE. NOTHING ON THE PLATFORM IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON THE PLATFORM TO BE, INVESTMENT, ACCOUNTING, TAX, FINANCIAL, LEGAL OR OTHER ADVICE. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, FINANCIAL, TAX LEGAL OR OTHER ADVICE, YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISORS, ACCOUNTANTS OR ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.

LIMITATION OF LIABILITY.
IN NO EVENT WHATSOEVER SHALL WE OR ANY OF THE PROTECTED PERSONS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, EXEMPLARY OR PUNITIVE DAMAGES OR LOST BUSINESS, SALES, REVENUE, SAVINGS OR PROFIT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE), IN EACH CASE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY OUTPUT, YOUR PROVISION OF INPUT, EVEN IF SUCH PROTECTED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE REASONABLY FORESEEABLE. In addition, in no event shall the total aggregate liability of the Protected Persons to you for all damages, losses, costs and expenses and causes of action (whether in contract or tort, including negligence or otherwise) arising from or related to this Agreement or your access to or use of, or the inability to access or use, the Platform or any Output, your provision of input or use of output exceed, in the aggregate, the lesser of (X) the amount, if any, paid by you to Company for your use of the Platform or (Y) US$500. THE LIMITATION OF LIABILITY SET FORTH ABOVE SURVIVES ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW. YOU AGREE THAT THE REMEDIES, DISCLAIMERS, LIMITATIONS AND INDEMNITY SET FORTH IN THIS AGREEMENT ALLOCATE THE RISKS OF THE PLATFORM, INPUT AND OUTPUT BETWEEN US AND YOU AS AUTHORIZED BY APPLICABLE LAWS. THE ABSENCE OF MONETARY FEES IN THIS AGREEMENT REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE A CONSUMER FOR THE PURPOSES OF ANY APPLICABLE CONSUMER PROTECTION LEGISLATION, CERTAIN GUARANTEES, RIGHTS AND REMEDIES MAY BE CONFERRED ON YOU WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED.

The Platform is Accessed In the United States. We control and operate the Platform from our offices in the United States of America and any access or use of the Platform by you will be deemed to be at our offices in the United States. We do not represent that the Platform is appropriate or available for use in other locations. Persons who choose to access the Platform from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
User Codes. We may provide you with and/or you may choose digital certificate(s), unique identifiers, user name(s) and/or password(s) which may be required to access or use the Platform (collectively, “User Code(s)”). You agree that (a) any such User Codes are personal to the individual to whom they are issued or chosen; (b) you will not share or disclose any such User Codes with any other person; (c) you will take all necessary actions to preserve the confidentiality of such User Codes; (d) you are responsible for ensuring that all information contained in any request for a User Code or user registration is complete, correct and up to date; (e) you are responsible for all acts, omissions and agreements that occur under any User Code; and (f) you shall notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the confidentiality of any User Code has been compromised in any way; or (iii) you learn about a possible or actual unauthorized access to and/or use of the Platform.
20. Miscellaneous.

(a) Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of you and us and your and our respective successors and permitted assigns, including any successor or assign to all or substantially all of the business and/or assets of a party whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise.

(b) Severability. If any term or other provision of this Agreement, or any application thereof to any circumstances, is invalid, illegal or incapable of being enforced by any rule of law, or public policy in whole or in part, such provision or application shall to that extent be severable and shall not effect the validity of the other provisions or applications of this Agreement.

(c) Entire Agreement; Survival. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties with respect to such subject matter. This Agreement is irrevocable and shall survive the termination of any agreement or your use of the Platform.

(d) Use of Certain Words. As used in this Agreement, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number and the plural number, (ii) the use of any gender shall include all genders, (iii) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, and (iv) “will”, "should" and “shall” are expressions of command, not merely expressions of future intent or expectation. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

(e) Relationship of the Parties. Nothing herein shall be construed as: (i) placing the parties hereto in the relationship of joint venturers or partners or in a fiduciary relationship; or (ii) permitting either party in any manner to act on behalf of the other party, make any representations regarding the other party or its business or bind the other party to any agreement or commitment.

(f) Amendment and Modification. This Agreement may not be amended or modified except by an instrument in writing duly signed by both parties hereto.

(g) Waiver. No provision of this Agreement may be waived or discharged unless such waiver or discharge is in writing and signed by the party to be charged. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(h) Rights Cumulative. Our and your respective representations, warranties, obligations, rights and remedies herein shall be deemed cumulative, and our and your exercise of any one of our and your rights or remedies shall not preclude our and your exercise of any other right or remedy then available to it (whether hereunder, or pursuant to another written, signed contract or at law or in equity).

(i) Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts executed and to be performed entirely within such state. In respect of any claim, dispute, suit or action arising out of or relating to this Agreement, the Platform, any Input or any Output, each party hereto irrevocably waives any rights it may have to a trial by jury. Alternatively, at the option of the Company, such dispute may be submitted to arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules. The venue and seat of the arbitration shall be New York City, United States of America. The arbitration shall be conducted in the English language by one (1) arbitrator appointed in accordance with the ICDR International Arbitration Rules. The appointing authority shall be the ICDR.

(j) Third Party Beneficiaries. The Protected Persons are intended third party beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity other than the foregoing any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.

(k) Taxes. You will be solely responsible for and you shall timely pay any sales, use, personal income tax, VAT or other taxes arising from the provision of the Platform, this Agreement, the licenses herein or the transactions contemplated hereby, excluding any taxes or other charges based on our net income.

(l) Electronic Communications & Signature. You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We may, in our sole discretion, seek your consent to this Agreement by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance of and agreement to be bound by the terms of this Agreement, affirmatively "click" on boxes containing the words "I Accept", "I Agree" or other similar phrases (collectively, "Acceptance Terms"). If you "click" on the Acceptance Terms, your "click" will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to this Agreement, you acknowledge and agree that: (i) you intend to form a legally binding contract between you and us; (ii) you have read and agree to the terms and conditions of this Agreement; (iii) you agree and intend that this Agreement to be the legal equivalent of signed, written contracts, and equally binding; (iv) YOU CONSENT TO US USING YOUR TELEPHONE AND CELL PHONE NUMBER THAT YOU PROVIDE TO US TO CONTACT YOU BY AUTOMATED OR MANUAL TELEPHONE CALLS AND/OR TEXT MESSAGES TO PROVIDE YOU WITH OR SOLICIT INFORMATION REGARDING THE PLATFORM, INPUT TO AND OUTPUT FROM THE PLATFORM, COMPETIONS WE MAY HOLD AND POSSIBLE EMPLOYMENT AND/OR BUSINESS OPPORTUNITIES, and (v) by electronically agreeing to this Agreement, you acknowledge that you have received a copy of this Agreement by your viewing a web page containing a hyperlink to the web page where this Agreement is displayed or otherwise.

(m) Language Clause. You hereby confirm the parties’ agreement that this Agreement, as well as all other documents related to it, including notices, be drawn up in the English language only and declare that you are satisfied with this. Les parties aux présentes confirment leur volonté expresse de voir la présente convention de même que tous les documents, y compris tous avis, s’y rattachant, rédigés en langue anglaise seulement et s’en déclarent satisfaits. 您特此确认双方协议（包括本协议及含通知在内的与之相关的任何其他文件）仅以英文起草，并且您没有任何异议。本协议的中文版本仅供参考

© 2022 Virtual Research Center LLC. All Rights Reserved

Terms and Conditions

The following terms and conditions (together with any Agreement posted by us with respect to any capability, software or service that may be made available through the Site, the "Terms") govern your access to and use of our Web Site located at WorldQuantBrain.com (as further defined below, the "Site" or "Web Site"). The Web Site is made available by Virtual Research Center LLC ("Company" or "we" or "us"). We may change the Terms from time to time, by posting such changes on the Site. BY ACCESSING OR USING THE SITE, YOU ACCEPT AND AGREE TO THE TERMS. If you do not agree to the Terms, you should not visit or use the Site.

Disclaimer: You acknowledge that: (a) we are an affiliate of a global investment management firm which advises only private investment fund clients and does not provide investment advisory or similar services to any other clients; (b) the Web Site is a resource for non-investor audiences; (c) under no circumstances should any information presented here be used or construed as an offer, or solicitation of any offer, or other form of invitation or inducement, to sell or buy any securities or other investments, or to provide advice regarding investments or a recommendation to purchase, sell or hold any security or other investment, or to pursue any investment style or strategy; and (d) we do not give any advice or make any representations through the Site as to whether any security, strategy or investment is suitable to you or will be profitable. ALL CONTENT AND INFORMATION AVAILABLE ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE SITE IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON THE SITE TO BE, INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE, YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISORS, ACCOUNTANTS OR ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
Proprietary Rights. As between you and Company, and except for your Submitted Materials (as defined in Section 7 below), Company owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, text, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site (all of the foregoing are included in the terms the "Site" and the "Web Site"), including any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein or thereto. Your use of the Site does not grant to you ownership of anything you may access on the Site.
Limited License. You may access and view the content on the Site on your computer or other internet compatible device, and make limited copies of limited excerpts of the content on the Site for your personal and non-commercial use only.
Prohibited Use. Any commercial use or distribution, publishing or exploitation of the Site or of anything on the Site is strictly prohibited unless you have received the express written prior permission of Company and the applicable rights holder.
Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Web Site or on content available through the Web Site are registered and unregistered Trademarks of ours and others and may not be used in violation of applicable rights. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site without the written permission of the applicable rights holder.
Your Information. In the course of your use of the Site, you may be asked to provide certain personalized information to us. Our information collection and use policies with respect to the privacy of such information are set forth in the Site's Privacy Policy, which you acknowledge that you have read and agree to.
Submitted Materials. Any and all information, reviews, comments, communications, creative and academic works, demos, ideas, photographs, suggestions, concepts, depictions, methods, systems, designs, plans, techniques, calculations, analyses, or other materials submitted or sent to us (including your Information, resumes, or other information and materials which you submit or post in connection with an online test or other evaluation procedure, or which you send to us via e-mail) (collectively, "Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Terms and the Site's Privacy Policy.
By submitting or sending Submitted Materials to us, you: (i) represent and warrant that (A) the Submitted Materials are original to you and no other party has any rights thereto, or (B) you have the necessary licenses, rights, consents and permissions to use such Submitted Materials, submit them to the Site and agree to the provisions of the Terms applicable to such Submitted Materials, and (C) you will not assert against us (or our designee) any “moral rights” to have the Submitted Materials edited, removed, modified, published, transmitted or displayed in any manner, and (ii) you grant us and our affiliates from time to time a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, modify, adapt, publish, translate, create derivative works based upon, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it into other works in any form, media, or technology now known or later developed (including any web sites owned or operated by us). We cannot be responsible for maintaining any Submitted Material that you provide or submit to us, and we may delete or destroy any such Submitted Material at any time. You should therefore be careful and selective about the information that you disclose about yourself and others in your submissions to such areas of our Site, and in particular, you warrant that you have not disclosed and will not disclose any sensitive, proprietary or confidential information or material of a third party.

Prohibited Conduct. You warrant and agree that, while accessing or using the Web Site, you shall not: (a) impersonate any person or entity, (b) misrepresent your identity, identifying or contact information or affiliation with any other person or entity, whether actual or fictitious, including anyone from Company; (c) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site; (d) engage in “spidering”, "screen scraping," "database scraping," or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including any information residing on any server or database connected to the Site; (e) use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including sending mass unsolicited messages or "flooding" servers with requests; (f) use the Site in violation of Company's or any third party's intellectual property or other proprietary or legal rights; (g) use the Site in violation of any applicable law; or (h) attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or its services.
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WorldQuant Challenge Guidelines

Through our ongoing Alpha building competition, also referred to as the WorldQuant Challenge, users participate and are provided with skill-building opportunities to create high performing algorithms.

Below are some operating guidelines and rewards for participating in the competition:

An individual participant who wishes to join in the competition ("you" or the "participant") must be eighteen (18) years of age or older and not prohibited from participating by any law, agreement, binding obligation or policy. You are responsible for obtaining any permissions necessary for you to participate. You must first register as a WorldQuant BRAIN user and be approved by the system. Existing users meeting the other requirements detailed here may also compete by visiting the Competitions tab after logging into the WorldQuant BRAIN platform (the “Platform”).
There is no fee to register for a WorldQuant BRAIN account. Each participant should register only once and a participant's account or ID may not be shared.
The participant accumulates points by building predictive models (alphas) using historical market data and predefined operators to simulate equity positions, assigning weights to securities based on a prediction of the expected returns in the next defined time period. Alphas are considered for scoring if they qualify for out-of-sample testing. Each qualifying alpha is scored based on its performance against other alphas in the system.
Alphas submitted before registering for the competition will not be considered for scoring.
Scores associated with existing alphas can go up or stay the same based on out-of-sample performance of alphas on a weekly basis (or any other selected evaluation interval).
Participation, including achieving a certain level (Bronze, Silver or Gold), does not entitle participants to claim any item of value or other consideration. Please visit the Help section on the Platform dashboard to learn more about achieving Bronze, Silver or Gold level.
A leaderboard will show the ranking of each participant in the competition and include information, such as the participant’s user ID, total score, total alpha count and average turnover throughout the applicable competition. Filters are based on information provided by participants. It is each participant's responsibility to ensure their profile information is accurate. Participant further agrees not to use any illegal, offensive, inflammatory, abusive, libelous, defamatory, discriminatory, obscene or otherwise inappropriate image, language or other content in their profile or to post such content on the site.
By participating in the competition, you agree to grant the rights to your alphas and other Input as set forth herein and to comply with these guidelines and the WorldQuant BRAIN User Agreement (incorporated herein by reference). By participating in any competition available on the Platform, a participant represents and warrants that any alpha submitted by participant is participant's own original work. No part of the alpha can be subject to the rights of any other person or entity.
Existing Research Consultants are not allowed to participate in any competition administered on the Platform unless the terms of such competition expressly permit such participation. Violation of this rule will lead to disqualification of any such participant and may also lead to the termination of such Research Consultant’s engagement with WorldQuant.
We reserve the right to change the scoring algorithm at any time. We reserve the right to amend the site, any elements of the competition or these guidelines at any time in our sole discretion with or without notice to participants, and to cancel, change or terminate the competition or disqualify any participants without any compensation.
We reserve the right to review any submitted alpha and disqualify the alpha or terminate the participant’s account without any notice if we find the deliberate introduction of “noise” to subvert our scoring systems.
Participation on the Platform and any competitions administered through the Platform does not entitle any participant to claim any item of value or other consideration.
Further, if we detect any signs of “gaming”, sharing/cheating or any other unethical or dishonest behavior, we will terminate the participant’s account and may report the matter as necessary.
Users should only have one active WorldQuant BRAIN account. Duplicate accounts are grounds for suspension not just from this competition but also from the Platform entirely. Please ensure you deactivate any duplicate accounts you may knowingly or accidentally create by emailing <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS> requesting assistance in deactivating such accounts.
Consulting Opportunity

At our discretion, we may offer research consulting opportunities to some participants who achieve Silver and Gold levels.
No consulting opportunity or any compensation is guaranteed; any engagement as a Research Consultant is subject to satisfactory completion of a background check, execution of a consulting agreement and any other applicable requirements in the discretion of WorldQuant.