Licence Agreement

Version dated: August 11, 2023

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Parties

This license agreement (“License Agreement”) is a legal agreement between you (“Customer” or “You”) and Exabel AS (“Exabel”), a Norwegian Company with its address at Peder Claussøns gate 2, 0165, Oslo, Norway with Company registration number 917 448 043.

Each of Exabel and Customer is also referred to as a “Party” and jointly Exabel and Customer are referred to as the “Parties”.

Background

You are entering into this License Agreement in order to be granted Platform Access either via:

1. an Exabel Order Form directly with Exabel; and/or
2. an Insights Subscription with an Insights Partner where the Insights Subscription Products will be accessed via the Exabel Platform. You are not obliged to pay Exabel directly for Platform Access related solely to such Insight Subscription(s).

In the future, You may enter into further Exabel Order Forms and/or Insight Subscriptions that reference this Licence Agreement. This License Agreement therefore sets out the terms and conditions under which You are granted Platform Access in relation to all Exabel Order Forms and Insight Subscriptions entered into. Separate contracts with Exabel are not created each time a new Exabel Order Form or Insights Subscription is entered into.

Agreed Terms

1. Interpretation

The following definitions and rules of interpretation apply in this License Agreement (but excluding Appendix A):

“Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being.

“Business Day” a day other than a Saturday, Sunday or public holiday in England or Norway.

“Content” means any of the Services and information and data owned by Exabel (or its licensors) made available through the Services, but excluding: (i) any Data Provider Data, (ii) any Insights Subscription Products and (iii) any Customer Data and Customer Works.

“Customer Data” as defined below in clause 4.2.

“Customer Works” as defined below in clause 4.2.

“Data Provider(s)” means a provider of fundamental financial data products who provide access to such products subject to the separate terms set out in Appendix A which are available here.

“Data Provider Data” means any data products, made available through the Services, which were provided by a Data Provider.

“Data Protection Legislation” data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the retained EU law version of the General Data Protection Regulation ((EU) 2016/679).

“End User(s)” those individual employees or contractors of the Customer who are authorised by the Customer to be granted Platform Access.

“Exabel Order Form” means an order form executed between the Customer and Exabel which references this License Agreement.

“Exabel Platform” is Exabel’s main product which consists of a password protected software solution located at app.exabel.com or as otherwise notified to the Customer and which comprises multiple different features, modules or components.

“Insights Partner(s)” means a provider of data products and insights products who provide access to such products subject to a separate Insights Subscription.

“Insights Subscription” means a contractual agreement between Customer and an Insights Partner to grant the Customer the right to access certain data products and/or insights products owned by the Insights Partner (or its licensors) and where the Customer is to access such data products and/or insights products via the Exabel Platform. For the avoidance of doubt, the terms set out in Appendix A, which are available here, do not constitute an “Insights Subscription”.

“Insights Subscription Products” means the data products and/or insights products referred to in an Insights Subscription.

“Platform Access” means the right to access and use the Services and the Content subject to the terms of clause 4.3 (License grant).

“Platform Subscription Period” means the period during which Customer is granted Platform Access which is, subject to the provisions of clause 8 (Termination) and clause 4.8 (Suspension of Platform Access), for the duration of all active Exabel Order Forms and Insights Subscriptions. Platform Access is automatically revoked if neither an Exabel Order Form nor an Insight Subscription is in force but will be automatically regranted if a new Exabel Order Form or Insights Subscription subsequently comes into force.

“Services” means the provision of on-line access to the Exabel Platform.

“Third Party” means, in respect of an individual, any person who is not: (i) an End User or (ii) an employee of the Customer or of Exabel and, in respect of an incorporated or unincorporated entity, any entity which is not the Customer or Exabel.

“Willful Misconduct” means any deliberate or intentional act or failure to act that is either (i) in disregard of good industry practice or (ii) in disregard of any of the terms of this License Agreement, and in either case in disregard of avoidable and harmful consequences of the act or failure to act.

In this License Agreement, unless otherwise stated:

(a) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

(b) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

(c) a reference to legislation is a reference to that legislation as amended, ex-tended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation;

In the case of any conflict in respect of the provisions of the License Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority):

(a) any special terms or conditions set out in any Exabel Order Form (limited to the subject matter of that Exabel Order Form);

(b) any other terms or conditions set out in any Exabel Order Form (limited to the subject matter of that Exabel Order Form);

(c) the terms and conditions of this License Agreement.

2. Introduction

2.1 Acceptance of the License Agreement

By accepting this License Agreement, including by either: (1) confirming acceptance of this License Agreement via an Insights Subscription (including by ticking a box), or (2) executing an Exabel Order Form that references this License Agreement, the Customer agrees to the terms of this License Agreement and the terms and conditions of the Data Providers as set out in Appendix A which are available here, all of which bind the Customer, the Customer’s employees and End Users (as defined below). If the individual accepting this License Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “Customer” shall refer to such entity.  If You, the Customer, do not agree to the terms of this License Agreement and the terms and conditions of the Data Providers, You may not access the Exabel Platform or use the Services or Content. For the avoidance of doubt, if the Customer registers for or is being provided with a free trial subscription of the Services and Content (via either an Exabel Order Form or Insights Subscription), the provisions of this License Agreement and the terms and conditions of the Data Providers will also govern that free trial.

2.2 Term of the License Agreement

The date on which the Customer accepts this License Agreement for the first time is the commencement date (“Commencement Date”). For good and valuable consideration (including the mutual promises made by the Parties as set out in this License Agreement) receipt of which is hereby acknowledged, this License Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 8 (Termination), until either Party gives to the other Party written notice to terminate. Such notice shall expire (and shall terminate this License Agreement) on the expiry of all Exabel Order Forms and Insight Subscriptions entered into before the date on which it is served. If there are no active Exabel Order Forms or active Insight Subscriptions, as at the date notice to terminate is served, such notice shall terminate this License Agreement with immediate effect. The Parties cannot enter into any further Exabel Order Forms or Insight Subscriptions after the date on which notice to terminate is served unless the Customer re-accepts this License Agreement.

2.3 Platform Access

Subject to clause 4.3 (License grant), Platform Access is granted to the Customer when either of the following comes into force: (a) an Exabel Order Form (agreed between the Customer and Exabel) and/or (b) an Insights Subscription agreed between the Customer and any one or more of Exabel’s Insights Partners. Platform Access is valid for the Platform Subscription Period. The Exabel Order Form(s) and/or Insights Subscription(s) will define which features, modules and components of the Exabel Platform shall be made available to End Users in the form of Services and Content.

Customer is responsible for any activity occurring in Customer’s account by End Users, and for ensuring that such activity is in accordance with the terms specified below.

2.4 Separate Terms & Conditions

For the avoidance of doubt, no rights are granted through this License Agreement to the Insights Subscription Products; and the Insights Subscription Products are solely covered by the separate terms of the relevant Insights Subscription.

Note this License Agreement also refers to the separate terms and conditions of Data Providers given that Data Provider Data is accessible within the Exabel Platform. The Data Provider Data shall not be used or exploited by the Customer except as set out in Appendix A which is available here.

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3. Login credentials

3.1. Registering Login Credentials

In order to access the Services and Content, Customer shall request login credentials (“Login Credentials”) for each End User, in accordance with the relevant Exabel Order Form or Insights Subscription.

The Customer is responsible for ensuring that all information provided at registration for Login Credentials is correct and complete.

3.2. Safeguarding Login Credentials

Customer shall ensure that End Users’ Login Credentials are secured and not shared with other employees or contractors of the Customer or third parties.

3.3. Amending Login Credentials

Customer shall promptly notify Exabel of any change to the End User Login Credentials. If any registered End User is to be de-registered and replaced by another End User during the Platform Subscription Period, the provisions of clauses 3.1 and 3.2 shall apply to any replacement End User to be registered.

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4. Use of Services and Content, IP

4.1 Definition of IP

“IP” means patents, copyright, trade marks, domain names, goodwill and the right to sue for passing off or unfair competition, designs, database rights, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered registrable or not and including all applications and renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights which subsist or will subsist in any part of the world.

4.2 Retained Rights

As between Exabel and Customer, Exabel or Exabel’s third party licensors is and shall remain the sole and exclusive owner of all right, title, IP and interest in and to the Exabel Platform, the Services, the Content, any and all technology used for providing the Services and Content, any and all related documentation and user guides and any and all further developments and additions to any of the same. The Customer shall own all right, title and interest in and to all of the data (a) inputted by the Customer or End Users for the purpose of using the Services (“Customer Data”) and (b) solely created by the Customer or its End Users in its use of the Services (“Customer Works”), and in both cases the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and Customer Works.

Except as specifically permitted by this License Agreement, Customer may not exploit or make any use of the Exabel Platform, the Services, the Content or any part thereof.

4.3 License grant

Platform Access provides the Customer and its End Users with a worldwide, non-exclusive, non-transferable right, without the right to grant sub-licenses, for the duration of the Platform Subscription Period, to access the Services and make use of the Content as set out in the relevant Exabel Order Form(s) and/or Insights Subscription(s) strictly for its own, internal purposes.

Customer agrees that the Services and the Content are solely for Customer’s own use and benefit, and that it and End Users shall not resell or, except as explicitly permitted herein, transfer or dispose of the Services or the Content (or any part thereof) or use the Services or the Content (or any part thereof) for the benefit of any person or entity other than the Customer, except that Customer may at its own risk and without any liability to Exabel use insights gained from using the Services and the Content for providing financial advice, managing funds, or servicing clients.

Customer agrees that it and End Users shall not share the Services or the Content with any Third Party and Customer agrees that it will not allow or suffer any End User account or Login Credentials to be used by more than one individual End User unless it has been reassigned in its entirety to another individual authorised End User (pursuant to clause 3.3), in which case the prior authorised End User shall no longer have Platform Access.  Specifically, Customer shall not, and shall ensure that End Users shall not, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Content received through the Services to any Third Party.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services or Content.

The rights granted under this clause 4.3 are granted to the Customer only.

4.4 Use of Services

The Customer shall ensure it maintains backups of the Customer Data and Customer Works on its own information systems.

The Customer shall not:

(a) access, store, distribute or transmit anything or any device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any software, hardware, network, equipment or service (a “Virus”), or any material during the course of its use of the Services that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property;

(b) access all or any part of the Services, Content or Exabel Platform in order to build a product or service which competes with the Services, Content and/or the Exabel Platform; or

(c) introduce or permit the introduction of any Virus into Exabel’s network and information systems.

4.5 Content and Data Provider Data

The Content made available through the Services is the property of Exabel (or its licensors). The Data Provider Data made available through the Services is the property of the relevant Data Provider (or its licensors).

Customer hereby accepts and agrees to be bound by the terms and conditions of the Data Providers as set out in Appendix A which is available here. Furthermore, the Content shall not be used or exploited by Customer except as explicitly set out in clause 4.3 (License grant) and the Data Provider Data shall not be used or exploited by Customer except as explicitly set out in the terms set out in Appendix A.  For the avoidance of doubt, no rights are granted through this License Agreement to Data Provider Data; and the Data Provider Data is solely covered by the separate terms set out in Appendix A.

In the event that Exabel’s distribution rights to the Content (or any part of it) are cancelled, terminated, rescinded or not renewed, then Customer’s right to use the affected portion of the Content shall automatically terminate and such affected portion of the Content shall be removed from the Services. Such termination shall not constitute a breach of Exabel’s obligations.

If the agreement between:

(a) Exabel and any Data Provider (relating to any Data Provider Data); and/or

(b) Exabel and any Insights Partner (relating to any Insights Subscription Products);

is terminated, expires or is suspended (in whole or in part), then Exabel may immediately (or within a period of time agreed between Exabel and the relevant Data Provider and/or Insights Partner) remove the Customer’s access to such affected portion(s) of the Data Provider Data and/or Insights Subscription Products within the Services. Such removal of access shall not constitute a breach of Exabel’s obligations.

4.6 No reverse engineering

Customer shall ensure that, except to the extent required by mandatory applicable law or as permitted by this License Agreement, neither it, nor End Users nor anyone acting on behalf of the Customer shall (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Exabel Platform, Services or Content or any system used in the provision of the Services or Content in any form or media or by any means; (b) attempt to analyze, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Exabel Platform, Services or Content or any system used in the provision of the Services or Content.

4.7 Co-operation obligation

Customer shall:

(a) provide Exabel with all necessary co-operation in relation to this License Agreement, and all necessary access to such information as may be reasonably required by Exabel, in order to provide the Services and Content;

(b) comply with all applicable laws and regulations with respect to its activities under this License Agreement;

(c) ensure that its network and systems comply with the relevant specifications notified by Exabel in writing from time to time; and

(d) comply with all reasonable written requests made by Exabel, Exabel’s licensors, Data Providers or Insights Partners to verify that the Customer is complying with this License Agreement. Such requests shall include the right for Exabel to audit the Customer’s use of the Services and Content including whether End Users Login Credentials are being shared in breach of this License Agreement.

Customer shall promptly notify Exabel in writing upon becoming aware of any unauthorized access to or use of the Services, Content, Data Provider Data or Insights Subscription Products, any non-compliance with this License Agreement, or any claim that the Services, Content, Data Provider Data or Insights Subscription Products infringes upon any IP or contractual or statutory rights of any Third Party.

4.8 Suspension of Platform Access

Without prejudice to any other right Exabel may have under the License Agreement or at law, if Customer is in breach of clause 4 or 7, then Exabel is entitled to suspend, with immediate effect and without liability to the Customer, Platform Access until the breach has ceased and been cured.

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5. Data regarding usage

5.1 Data regarding usage

Customer acknowledges that Exabel collects data regarding End Users’ use of and access to the Services, Content, Data Provider Data and Insights Subscription Products. Exabel, Data Providers and the Insights Partner(s) (with which Customer has an Insights Subscription) may store such data perpetually and are free to use such data for the improvement and further development of their products and services, provided that such data does not constitute personal data within the meaning of the Data Protection Legislation. To the extent required, the Customer hereby grants a non-exclusive and sub-licensable (to the Data Providers and the Insight Providers) licence to Exabel to store and use such data for the purposes set out herein. To the extent such data is Confidential Information, the Customer agrees that (i) disclosure to the Data Providers and the Insights Partners is necessary for the performance of the Services and the provisions of clause 7 allowing for disclosure of Confidential Information to Third Parties shall apply in relation to such data and (ii) there will be no obligation on Exabel, the Data Providers or the Insights Partners to destroy, delete or return such data on termination or expiry of this License Agreement (or at any other time).

In relation to any data of End Users that is personal data and where Exabel acts as the controller of that personal data, Exabel processes and stores such personal data according to Exabel’s privacy policy which is available here: https://www.exabel.com/privacy-policy.

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6. Changes

6.1 Trial Features

Exabel may periodically provide the Customer with access to features, components or modules, that are not specified in the Exabel Order Form(s) or the Insights Subscription(s), on a trial basis. Use of such trial features, components or modules by the Customer is at the Customer’s discretion and own risk, with no liability or responsibility on the part of Exabel but save as aforesaid, all other provisions of this License Agreement shall apply to such trial features, components or modules.

6.2 Modifications

Exabel may make commercially reasonable changes to the Exabel Platform, the Services and/or Content from time to time. Such changes shall not negatively or adversely affect the usage of the Exabel Platform, the Services or Content in a material manner.

Exabel may carry out maintenance to the Services, Content or Exabel Platform from time to time and where possible it shall post advance notice of such maintenance on the Exabel Platform.

6.3 Updates to the License Agreement

Exabel may, on giving at least 12 months prior written notice to the Customer’s registered email account, update the terms of this License Agreement.

For the avoidance of doubt, the Customer’s or End User’s continued use of the Services or Content after such updated terms take effect will constitute explicit acknowledgment of and agreement to the updated terms.

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7. Confidentiality

The term “Confidential Information” means any information concerning Exabel’s or the Customer’s business that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential.

All Confidential Information exchanged whether in writing, orally or howsoever or otherwise transferred between Customer or its End Users and Exabel shall be treated as confidential and shall not be disclosed by the receiving party (“Receiving Party”) to any Third Party without the written consent of the disclosing party (“Disclosing Party”), and shall not be used for any purpose other than the implementation of this License Agreement, unless such Confidential Information:

a) is already known to the Receiving Party at the time the information was received; b) is or becomes part of the public domain other than through a default of the Receiving Party; or c) is rightfully received from a Third Party without that Third Party being (to the best of the Receiving Party’s knowledge and belief) in breach of any obligation of confidentiality.

In the event that (i) any law or regulation having mandatory application to the Receiving Party or (ii) any court, administrative or regulatory body acting in accordance with such a law or regulation, requires disclosure of Confidential Information, then the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and shall to the extent possible ensure that confidential treatment will be accorded such Confidential Information, and will, except where prevented from doing so by applicable law, notify the Disclosing Party as soon as reasonably practicable of (and whenever possible prior to) making such mandatory disclosure.

Exabel may, however, use or disclose Confidential Information to a Third Party, to the extent necessary for the performance of the Services and/or provision of the Content, provided that Exabel shall procure that such Third Party is bound by such confidentiality obligations substantially equivalent to those set out in this clause 7.

Exabel may also disclose Confidential Information to its Affiliates as long as the Affiliates are bound by such confidentiality obligations substantially equivalent to those set out in this clause 7.

The Receiving Party shall ensure that Confidential Information is handled securely and electronically stored information is inaccessible to unauthorized personnel.

The Receiving Party’s obligations to protect and maintain confidentiality of Confidential Information shall continue after the expiry of the License Agreement. Upon the termination or expiration of the License Agreement, the Receiving Party shall destroy, delete or (at the request of the Disclosing Party) return the Confidential Information it has received. However the Receiving Party may retain and use copies of the Confidential Information to the extent required to (i) comply with applicable law and (ii) support the enforcement or defence of its legal rights under the License Agreement or otherwise.

For the avoidance of doubt, Customer shall treat this License Agreement, the Content, the Exabel Platform, the Services and technical information regarding the Exabel Platform and the technical systems used by Exabel to provide the Services and the Content as Confidential Information and only use and disclose the same in accordance with these terms. Exabel shall treat Customer Data and Customer Works as Confidential Information and shall only use and disclose the same in accordance with these terms.

This clause 7 shall survive termination or expiry of this License Agreement.

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8. Termination

8.1 Termination

(a) Exabel may, without affecting any other right or remedy available to it, with written notice to the Customer and with immediate effect: (1) terminate this License Agreement, or (2) terminate any or all existing Exabel Order Forms, and/or terminate access to any or all Insight Subscription Products, and/or terminate access to any or all Data Provider Data, if:

• (i) the Customer or any individual End User is in material breach of any of the terms in this License Agreement;
• (ii) the Customer fails to pay an amount due under this License Agreement on the date due for payment;
• (iii) Exabel is notified by an Insights Partner that an Insights Subscription has been terminated as a result of the Customer’s breach of the terms of that Insights Subscription; or
• (iv) Exabel is notified by a Data Provider that the Customer’s right to use the Data Provider Data has been terminated as a result of the Customer’s breach of the terms set out in Appendix A.

(b) Either Party may, without affecting any other right or remedy available to it, on giving not less than twelve months prior written notice to the other Party, terminate for convenience this License Agreement.

8.2 Suspension

(a) Exabel may, without affecting any other right or remedy available to it, with written notice to the Customer and with immediate effect suspend the Customer’s (and End Users): Platform Access (or any part of it), and/or access to any or all Insight Subscription Products, and/or access to any or all Data Provider Data, if:

• (i) the Customer or any individual End User breaches any of the terms in this License Agreement, until such time as that breach is remedied; or
• (ii) the Customer fails to pay an amount due under this License Agreement on the date due for payment, until such time as that overdue payment has been made; or
• (iii) Exabel is notified by an Insights Partner that: (1) payment under an Insights Subscription is overdue, until such time as Exabel is notified by the Insights Partner that overdue payment has been made, or (2) the Customer is in breach of the terms of an Insights Subscription, until such time as Exabel is notified by the Insights Partner that the breach has been remedied; or
• (iv) Exabel is notified by a Data Provider that the Customer is in breach of the terms set out in Appendix A, until such time as Exabel is notified by the Data Provider that the breach has been remedied.

8.3 Consequences of Termination

(a) On termination of this License Agreement for any reason:

• (i) all active Exabel Order Forms shall terminate automatically;
• (ii) Platform Access shall immediately be revoked;
• (iii) all licenses granted under this License Agreement shall immediately cease;
• (iv) the Customer shall immediately cease all use of the Services and Content;
• (v) any provision of this License Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this License Agreement shall remain in full force and effect; and
• (vi) Exabel may destroy or otherwise dispose of any of the Customer Data   and Customer Works in its possession or control. Notwithstanding the foregoing, if Exabel receives, no later than ten days after the effective date of the termination of this License Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data or the Customer Works (where the Customer specifies which), and if Exabel is technically able to extract such information from the Exabel Platform, Exabel shall use reasonable commercial endeavours to deliver the back-up to the Customer, provided always that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Exabel in returning and extracting such Customer Data or Customer Works. If Exabel is not able to extract and export such Customer Data or Customer Works from the Exabel Platform, Exabel shall notify Customer of this fact as soon as reasonably possible.

(b) For the avoidance of doubt, the termination of any specific Exabel Order Forms, and/or termination of access to any specific Insight Subscription Products, and/or termination of access to any specific Data Provider Data, shall not automatically affect any other Exabel Order Forms, access to any other Insight Subscription Products or other Data Provider Data, or the rest of the License Agreement which shall remain in full force and effect.

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9. Disclaimers and Limitations of Liability

9.1 Disclaimers

Exabel undertakes that the Services will be performed with reasonable skill and care. If the Services do not conform with the foregoing undertaking, Exabel will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of this undertaking. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Exabel’s instructions, or modification or alteration of the Services by any party other than Exabel or its duly authorised contractors or agents.

Save as aforesaid, the Services are provided “as is” and “as available” and Exabel does not make warranties of any kind, express, implied or statutory, and expressly excludes any warranties or conditions as to merchantability, fitness for a particular purpose or use, or any warranty regarding the availability, reliability, timeliness, functionality, reliability, speed of delivery or accuracy of the Services. Exabel is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Customer acknowledges that Exabel does not verify or endorse any Content, Data Provider Data or Insights Subscription Products and disclaims any obligations to do so. Exabel does not warrant, and shall not be liable for the accuracy, completeness or timeliness of any Content, Data Provider Data or Insights Subscription Products available through the Services.

None of the information provided via the Services, including but not limited to the Content, Data Provider Data and Insights Subscription Products, constitutes a solicitation, opinion or recommendation by Exabel or Exabel’s licensors to buy or sell any security or other asset, nor advice regarding profitability or suitability of any security, asset or investment.

9.2 Limitation of Damages

(a) Subject to clause 9.2(e), Exabel, Exabel’s Affiliates, agents and licensors will not be liable to the Customer or anyone else for:

• (i) Loss of profits.
• (ii) Loss of sales or business.
• (iii) Loss of agreements or contracts.
• (iv) Loss of anticipated savings.
• (v) Loss of use or corruption of software, data or information.
• (vi) Loss of or damage to goodwill.
• (vii) Losses arising out of or in connection with any third party claim.
• (viii) Indirect, special or consequential loss.

(b) Subject to clause 9.2(e), in no event will Exabel or Exabel’s Affiliates, agents or licensors be liable to Customer or anyone else for loss or damage arising:

• (i) from any decision made or action taken in reliance on Content, Data Provider Data, Insights Subscription Products or the Services; or
• (ii) out of the use of the Content, Data Provider Data, Insights Subscription Products or Services.

(c) The Services and Content are to be used by the Customer and End Users in accordance with all applicable laws, and Customer will be responsible for any consequences derived from any use of the Content, Data Provider Data, Insights Subscription Products or Services, whether by an End User, an employee of the Customer or any Third Party enabled by them, including but not limited to use that results in tort or criminal liability.

(d) Subject to clause 9.2(e), Exabel’s aggregate liability for Customer’s losses arising out of or in connection with this License Agreement (including in relation to the Services, the Content, the Exabel Platform, and Platform Access) shall not exceed an amount corresponding to the greater of: (i) EUR 10,000 or (ii) the total fees due from the Customer to Exabel under all Exabel Order Forms during the calendar year of the event giving rise to the liability. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident. Furthermore, the limitation of liability is an “in the aggregate” cap across the entire Platform Access; it is not multiplied by (i) the number of End Users covered by the Platform Access or (ii) the number of Exabel Order Forms or Insight Subscriptions.

(e) The said limitations shall not apply in the case of losses arising from (i) Willful Misconduct of senior managerial personnel of Exabel, (ii) fraud or (iii) death or personal injury caused by Exabel’s negligence or (iv) any other cause which by law cannot be excluded or limited, but otherwise shall apply regardless of cause, including (but not limited to) contract, tort (including negligence (including gross negligence)), misrepresentation, restitution, breach of duty (whether statutory or otherwise) or otherwise of Exabel or any of its Affiliates or of its or their personnel, agents, or representatives. If any of the disclaimers or limitations of liability under this License Agreement is not permitted under applicable law, then the competent court may adjust the disclaimers and limitations to the extent as needed for these to be permitted.

9.3 Indemnities

Customer shall indemnify and keep Exabel and Exabel’s Affiliates, agents and licensors harmless from and against all claims and expenses arising out of Customer’s or End Users’ use of the Services, the Content, Data Provider Data or Insights Subscription Products (or arising out of the use by any Third Party of any part of the Services, the Content, Data Provider Data or Insights Subscription Products to the extent the Third Party has obtained access to such Services, Content, Data Provider Data or Insights Subscription Products, directly or indirectly due to Customer’s or End Users’ sharing of the Services or the dissemination of the Content, Data Provider Data or Insights Subscription Products or any part thereof) which is in breach of the License Agreement, the terms of Appendix A or any Insights Subscription.

10. Choice of legislation and venue

10.1 Choice of Legislation

The License Agreement shall be exclusively governed by and construed in accordance with the laws of England and Wales.

10.2 Disputes

Any dispute, controversy or claim arising out of or relating to this License Agreement (including in relation to the Services, the Content, the Exabel Platform, or Platform Access), or the breach, termination or invalidity thereof, that cannot be amicably resolved between Exabel and Customer shall be finally settled by arbitration in London in accordance with this clause 10.2 and the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The arbitral proceedings shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings. The Parties agree that the arbitration language shall be English.

This clause 10.2 shall not preclude a Party from obtaining temporary, preliminary or permanent injunctive relief on an immediate basis from a court of competent jurisdiction.

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11. Miscellaneous

11.1 Severability

If any provisions of this License Agreement are found invalid or unenforceable, it shall be deemed deleted and the other provisions of this License Agreement will remain in force.

11.2 Entire agreement

This License Agreement constitutes the entire agreement between Customer and Exabel, and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.

11.3 Force Majeure

Neither Party shall be in breach of this License Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this License Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (but excluding such disputes involving the workforce of the affected Party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days, the Party not affected may terminate this License Agreement by giving 30 days’ written notice to the affected Party.

11.4 Waiver

No failure or delay by a party to exercise any right or remedy provided under the License Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.5 Variation

Except as set out in clause 6, no variation of this License Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

11.6 Third Party Rights

Unless it expressly states otherwise, the License Agreement does not confer any rights on any person or party (other than the parties to the License Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

The rights of the Parties to rescind or vary this License Agreement are not subject to the consent of any other person.

11.7 Notices

Any notice required to be given under the License Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class airmail or post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address which is confirmed for this purpose.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class airmail or post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed information obtained by the sender) unless an undeliverable receipt is received.

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12. How to reach Exabel

Any notices, question or concerns related to this License Agreement or Platform Access shall be directed towards our CEO at aglen@exabel.com, or such other person as Exabel may notify to Customer from time to time.