Glass Lewis Data Services API – Terms of Use

Glass, Lewis & Co., LLC on behalf of itself and its subsidiaries (collectively, "Glass Lewis") operates and makes available various data services APIs (“APIs”) to its clients pursuant and subject to applicable Master Service Agreements and Order Forms or similar contracting documents (collectively, the “Agreement”). Capitalized terms used but not defined in these Terms shall have the meaning given to them in the Agreement.

Please read these Terms of Use (“Terms”) carefully. In order to access or use the APIs, you must agree to these Terms and by accessing or using the APIs, you agree to be bound by these Terms.

API Terms

The APIs are owned and operated by Glass Lewis and governed by these Terms, which contain the covenants, conditions, provisions, and restrictions upon which you (even if you are using the APIs on behalf of a company or other legal entity) may access and use the APIs and the Content displayed on, or provided through, the APIs ("Content"). If you are accessing and/or using the APIs and/or the Content, and agreeing to these Terms, on behalf of a company or other legal entity, you hereby represent that you are an authorized representative of such company or legal entity and your acceptance of these Terms indicates such company or legal entity’s consent to be bound to these Terms.

THESE TERMS ARE IMPORTANT AND CONTAIN MANY LEGAL DISCLOSURES THAT YOU SHOULD READ CAREFULLY. BY ACCESSING AND USING THE APIS AND THE CONTENT, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (II) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ALL PROVISIONS CONTAINED IN THESE TERMS; AND (III) UNDERSTAND AND INTEND THESE TERMS TO BE A SIGNED, WRITTEN CONTRACT, BINDING UPON YOU AND/OR THE COMPANY OR OTHER LEGAL ENTITY ON BEHALF OF WHICH YOU HAVE AGREED TO THESE TERMS. THESE TERMS ARE IN ADDITION TO ANY OTHER AGREEMENT(S) BETWEEN YOU, AND/OR THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT, AND GLASS LEWIS; PROVIDED, HOWEVER, THAT IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND SUCH AGREEMENT(S), THE AGREEMENT(S) WILL CONTROL AND GOVERN.

Glass Lewis, subject to the provisions of this paragraph, reserves the right to change these Terms in its sole discretion at any time. The most recent version of these Terms (as may be amended by Glass Lewis from time to time) will be available at https://apiservices.glasslewis.com/terms-of-use and/or otherwise presented or made available to you in the Portal (as defined below) in connection with the APIs. You acknowledge and agree that either or both of these notification methods constitute adequate notice to inform you of any changes to these Terms and you further agree to be bound by any such amendments to these Terms upon such notification. Your continued use of the APIs and the content following such notice shall be conclusively deemed your acceptance of any changes to these Terms. It is your responsibility to regularly check these Terms and/or the APIs to determine if there have been changes to these Terms and to review such changes.

You acknowledge and agree that Glass Lewis may add or remove functionality from the APIs at any time in its sole discretion. In the event that Glass Lewis choose to remove or limit any aspect of the APIs, Glass Lewis will endeavor to provide you with written notice as soon as reasonably practicable and no fewer than thirty (30) days prior to the date such functionality will be limited or removed, including through an update to these Terms and/or as otherwise presented or made available to you in connection with the APIs. If Glass Lewis adds functionality to the APIs or makes available additional APIs, such functionality and/or additional APIs may be subject to additional or alternative terms and conditions, whether through an update to these Terms, and addendum to the Agreement, or separate terms and conditions entered into between you, and/or the company or other legal entity you represent, and Glass Lewis. Such additional functionality may also be subject to additional fees or otherwise limited or restricted (e.g., made available only to a certain subset of users of the APIs) in Glass Lewis’ sole discretion.

Access and Credentials

You acknowledge and agree that you are the sole person authorized by Glass Lewis to access and use the APIs and the Content via your credentials (e.g., API keys and tokens and/or username and password). Your access to and use of credentials shall be in accordance with the user guide(s), technical specifications, and related documentation (collectively, “Documentation”) regarding the APIs made available by Glass Lewis in the Glass Lewis API Developer Portal located at https://apiservices.glasslewis.com/ (“Portal”). You are solely responsible for supervising the use of your credentials and sharing such information with any third party is strictly prohibited. You agree to notify Glass Lewis immediately if you become aware of any unauthorized use of your credentials or access to the APIs and/or Content. You acknowledge and agree that you are responsible for all activities that occur in connection with your credentials. Glass Lewis reserves the right to view, monitor, and record your activity and use of the APIs and the Content without further notice to, or further permission from, you, to the fullest extent permitted by applicable law.

You acknowledge that there may be interruptions in service or events that are beyond Glass Lewis’ control and, while Glass Lewis endeavors to use commercially reasonable efforts to keep the APIs and Content accessible and available, the APIs and/or the Content, or any part thereof, may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Glass Lewis’ control, your access to and use of the APIs and/or the Content may be interrupted, suspended, or terminated.

Additionally, you acknowledge and agree that Glass Lewis does not, and cannot, control the security of the Internet or other networks you may use to access or use the APIs and/or the Content; and that Glass Lewis is not, and cannot be, responsible for: (a) the security of information you choose to communicate with Glass Lewis, and/or Content you access from the APIs, while such information or Content is being transmitted; or (b) any data lost or altered during transmission.

License and Restrictions on Use

Glass Lewis grants you a non-exclusive, non-sublicensable, revocable, non-transferable limited license to access and use the APIs and the Content, conditioned on your continued compliance with these Terms. You agree that you may access and use the APIs and the Content solely for the purposes expressly agreed to in writing by you, or the company or other legal entity you represent, and Glass Lewis in the Agreement. Specifically, access and use of the APIs by you or the company or other legal entity you represent is limited to the internal business purposes of such company or legal entity, and you agree that neither you nor such company or legal entity will redistribute, sublicense, disseminate, publish, display, prepare derivative works based on, change, modify, alter or distribute in any form to any third party, including, without limitation, any affiliated or related entity not expressly identified in the Agreement, the APIs or any of the Content, in any manner without the prior written consent of Glass Lewis.

The foregoing includes, but is not limited to, using the Content, in any manner and in whole or in part, in connection with any training, self-improving, or machine learning software, algorithms, hardware, or other artificial intelligence tools or aids of any kind, including, without limitation, large language models or other generative artificial intelligence platforms or services, whether generally available or proprietary to you, the company or other legal entity you represent, or a third party (collectively, “AI”) as well as any services, products, data, writings, works of authorship, graphics, pictures, recordings, any electronic or other information, text or numerals, audio or visual content, or materials of any nature or description generated or derived by or using, in whole or in part, AI.

Additionally, you agree that you shall not access or use the APIs or the Content: (a)  in violation of any law or regulation; (b) in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the APIs, the Content, or any other products or services of Glass Lewis; (ii) poses a security vulnerability to Glass Lewis or other users of the APIs; (iii) tests the vulnerability of Glass Lewis’ systems or networks, including the APIs; or (iv) undermines the APIs’ access controls; (c) access or use the APIs or the Content to replicate any products or services provided by Glass Lewis or otherwise compete with Glass Lewis; (d) actually or attempt to reverse engineer, disassemble, decompile, reconstruct, modify, translate, or otherwise derive source code, trade secrets, or know-how or create derivative works of our APIs, Content, or otherwise; (e) attempt to use our APIs in contravention of the Documentation, including, without limitation, in a manner that exceeds rate limits, or constitutes excessive or abusive usage; or (f) to monitor the availability, performance, or functionality of the API, the Content, or any portion thereof or for any similar benchmarking purposes.

Proprietary Rights

Without in any way limiting the foregoing, you acknowledge and agree that (a) Glass Lewis owns and retains all proprietary rights in the APIs; (b) except as otherwise expressly set forth in these Terms or the Agreement, you have no right, title or interest in or to the APIs or any intellectual property rights related thereto; (c) the Content contains copyrighted material, trademarks, and other proprietary information of Glass Lewis, its affiliates and its licensors; (d) except as otherwise expressly agreed to in writing by you and Glass Lewis, nothing in these Terms shall be construed as transferring or assigning any such ownership rights to you or any other person or entity; and (e) you may not remove, alter, or obscure any copyright, legal, or proprietary notices in or on any portions of the APIs or the Content.

Third-Party Content

In order to enhance its products and services, third-party content may be provided via the APIs or appear within the Content. GLASS LEWIS MAKES NO WARRANTY AS TO THE ACCURACY OF ANY CONTENT SUPPLIED BY INDEPENDENT THIRD PARTIES AND HEREBY DISCLAIMS ALL LIABILITY FROM ANY SUCH THIRD-PARTY CONTENT PROVIDED VIA THE GOVERNANCE HUB OR APPEARING WITHIN THE CONTENT.

Additionally, you acknowledge and agree that you are solely responsible for obtaining and maintaining any rights, licenses, or consents that may be required for: (a) the access, downloading, extraction, reproduction, or use of third-party proprietary securities identifiers, including, without limitation, SEDOL and CUSIP, that may be offered or made available in connection with the APIs and/or Content. Glass Lewis reserves the right to withhold or deny access to such identifiers until you have provided Glass Lewis with sufficient proof of a license to access the same.

Modification and Updates to the APIs and Documentation

The APIs are subject to version control and Glass Lewis reserves the right to modify or update the APIs, or any aspect or feature thereof, from time to time for any reason with or without notice, provided that any such modifications or updates do not materially adversely impact the functionality of the applicable API(s). Such changes may include removal of features or functionality or imposing fees on features or functionality previously accessible without additional cost to you. Glass Lewis may also impose limits on certain features, functionality, or APIs or restrict your access to some or all of the APIs or features or functionality thereof. Your continued use of any API(s) following a subsequent release will be deemed as your acceptance of all modifications or updates thereto. Following any change(s) to any API(s), Glass Lewis shall be entitled to cease support to all older versions of such API(s); provided, however, that Glass Lewis will use commercially reasonable efforts to ensure that older versions of any API(s) will remain functional for a reasonable amount of time, but does not warrant or guarantee that this will be possible or that it will be able to provide technical support for any such API(s).

Additionally, Glass Lewis, subject to the provisions of this paragraph, reserves the right to change the Documentation in its sole discretion at any time. The most recent version of the Documentation will be available in the Portal and/or otherwise presented or made available to you in connection with the APIs. You acknowledge and agree that either or both of these notification methods constitute adequate notice to inform you of any changes to the Documentation and you further agree to be bound by any such amendments to the Documentation upon such notification. Your continued use of the APIs and the content following such notice shall be conclusively deemed your acceptance of any changes to the Documentation. It is your responsibility to regularly check the Portal to determine if there have been changes to the Documentation and to review such changes.

Investment Advice

The APIs and the Content are for informational purposes only, are not intended for use by retail investors, and do not contain investment advice. Nothing contained in either the APIs or the Content constitutes a solicitation, recommendation, endorsement, or offer by Glass Lewis, its affiliates or any provider of third-party content to buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular investment.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO, OR USE OF, THE APIS AND/OR THE CONTENT IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE APIS AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GLASS LEWIS, ITS AFFILIATES, AND ALL THIRD-PARTY LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN AND TO THE APIS AND THE CONTENT. NEITHER GLASS LEWIS, ITS AFFILIATES, NOR ANY THIRD-PARTY LICENSORS AND SUPPLIERS WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTIBILITY, TITLE, NONINFRINGEMENT, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE  APIS AND/OR THE CONTENT, NOR DO THEY MAKE ANY WARRANTY AS TO WHETHER THE CONTENT WILL BE UP-TO-DATE OR THE RESULTS THAT MAY BE OBTAINED FROM YOUR ACCESS TO OR USE OF THE APIS AND/OR THE CONTENT.

Limitation of Liability

IN NO EVENT WILL GLASS LEWIS, ITS THIRD-PARTY LICENSORS AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE AFFILIATED AND RELATED ENTITIES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, REPRESENATIVES, SHAREHOLDERS, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE APIS OR THE CONTENT.

Indemnification and Release

You agree to defend, indemnify and hold harmless the Covered Parties from and against all claims, investigations, damages, liabilities, costs and expenses (including reasonable attorneys' fees and defense costs) arising out of any third-party claims based on or related to your access to or use of the APIs or the Content, or any breach by you of these Terms. To the extent permitted under applicable law, you hereby release and discharge  the Covered Parties from any and all claims or liability related to any act or omission by you, or on your behalf, in connection with or otherwise related to these Terms or your access to or use of the APIs and/or the Content, including, without limitation, your failure to comply with applicable law and/or these Terms.

Audit and Termination of Access

In addition to all other rights and remedies available to Glass Lewis under applicable law and/or these Terms, Glass Lewis reserves the right, in its sole discretion, to (i) audit your use of the APIs and the Content to ensure it does not violate these Terms or the Agreement; and (ii) suspend, disable or terminate your access to and/or use of the APIs and the Content, or any part thereof, at any time if Glass Lewis believes that you have violated, or are likely to violate, these Terms and/or the Agreement. You agree that you will cooperate with inquiries related to such an audit and provide Glass Lewis with reasonable documentation regarding your access to and use of the APIs and Content. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity, limitation of liability, audit, and dispute resolution.

Dispute Resolution

You agree to resolve any claim, cause of action, or dispute you may have with Glass Lewis arising out of or relating to these Terms, the APIs, or the Content exclusively in the courts located in the applicable jurisdiction set forth in the Agreement and you and Glass Lewis hereby agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims, causes of action, or dispute. Additionally, the laws of the applicable jurisdiction set forth in the Agreement will govern these Terms, as well as any claim that might arise between you and Glass Lewis, without regard to conflict of law provisions.

Miscellaneous

Any rights not expressly granted herein are reserved. The failure of Glass Lewis to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms, shall not affect the validity and enforceability of any remaining provisions, and the remainder of these Terms shall continue in full force and effect as set forth herein. Glass Lewis shall not be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Glass Lewis’ reasonable control.

Effective Date: [2026]