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Activision Blizzard
Advance Auto Parts
Amazon.com
AMC Entertainment Holdings
AMERCO
American Airlines Group
American Eagle Outfitters
American Express Co.
Aramark
AutoZone
Bath & Body Works
Best Buy Co.
Big Lots
BJ's Wholesale Club Holdings
Block
Bloomin' Brands
Booking Holdings
Brinker International
Burlington Stores
Caleres
Casey's General Stores
Cheesecake Factory
Chewy
Cracker Barrel Old Country Store
CVS Health Corp.
Darden Restaurants
Dave & Buster's Entertainment
Delta Air Lines
Denny's Corp.
Dick's Sporting Goods
Dine Brands Global
Dollar General Corp.
Dollar Tree
Domino's Pizza
Duke Energy Corp.
Etsy
Expedia Group
FirstEnergy Corp.
Five Below
Foot Locker
Gap
Harley-Davidson
Hilton Worldwide Holdings
Intuit
Kohl's Corp.
Koninklijke Ahold Delhaize NV
Live Nation Entertainment
Lyft
Macy's
Marriott International
Murphy USA
Newell Brands
NIKE
Nordstrom
O'Reilly Automotive
Ollie's Bargain Outlet Holdings
Papa John's International
Peloton Interactive
Red Robin Gourmet Burgers
Rent-A-Center
Ross Stores
Sally Beauty Holdings
Six Flags Entertainment Corp.
Spirit Airlines
Spotify Technology SA
Starbucks Corp.
Stitch Fix
Target Corp.
Texas Roadhouse
The Kroger Co.
The TJX Cos.
The Walt Disney Co.
Tractor Supply Co.
TravelCenters of America
Uber Technologies
Ulta Beauty
Wyndham Hotels & Resorts

90 West Data Ticker Coverage

This product includes a coverage of 77 public companies and 235 associated brands that you can choose from. The full range of 300+ public companies can be accessed through our enterprise package.

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Full enterprise coverage breakdown can be found here.

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Coverage of up to 217 sectors, 77 companies, and 235 brands

5 ticker swaps allowed per annum

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Enterprise

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Coverage of up to 217 sectors, 300+ companies, and 680+ brands

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Hedge fund level insights at affordable prices

Consumer Spending Insights by 90 West, powered by Exabel, offers you analysis of debit card transaction data tracking the spending patterns of over 750,000 US consumers.With data mapped to over 200 brands and 75 publicly traded companies, you can enhance your research with insight previously only available to top tier hedge funds, at a uniquely accessible price point.

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Legal

Terms, Conditions and Agreements

1. Definitions.

a. “Affiliate” of a Party means any company or other entity which directly or indirectly through one or more intermediaries controls, is controlled by or is under common Control with a Party, or any limited partnership or limited liability partnership whose general partner or managing member is an aforementioned company or entity.

b. “Business Day” means any day in which commercial banks in New York are open for business and are open for a whole-day trading.

c. “Business Hours” means between 9:00AM and 5:00 PM U.S. Eastern Time

d. “Confidential Information” means any Party’s business, financial, operational, or other information or data of a proprietary or confidential nature and in any form, including Personally Identifiable Information and including Customer’s trade names, trademarks, service marks, logos, or symbols or the name of any natural persons associated with or related to Customer or Customer’s Nominated Consultants.

e. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a company or other entity, whether through the ability to exercise voting power, by contract or otherwise.

f. “Data” or “Aggregated Consumer Transaction Data” means the data, information and related software or services described in the Appendix A.

g. “Derivative Content” shall mean any tools, information, insights, analysis or information generated by Customer through its manipulation, aggregation or other use of the Data, whether alone or in conjunction with other information, provided that such Derivative Content could not be used as a substitute for Vendor’s products or services.

h. “Insubstantial Amounts” of the Data means an amount that could not be used as a substitute for Vendor’s products or services.

i. “Order Form” means the form completed by the Company, either for a Trial Period, or for a paid subscription.

j. “Trial Period” 14 days from and including the Contract Start Date.

k. "Personally Identifiable Information" means all information or materials, in any form, that alone, or in combination with other information or materials,

(i) uniquely identifies, directly or indirectly, an individual (e.g., a name, an identification number such as a social security number, address or other location data, telephone number, information concerning accounts, financial standing, investment holdings and other financial data and information, assets, etc.), or

(ii) is considered "sensitive personal data", such as political opinions, ethnicity, religious beliefs, information related to the physical or mental health of an individual, protected health information, or

(iii) information relating to an individual or individuals which is otherwise protected under applicable law.

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2. Fees. Fees, if any, to be charged for the License are described in the order form. There is no fee during the trial period.

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3. Agreement Duration. This Agreement will continue until the end of the License Period.

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4. License Period. After the initial 14-day free trial, the Customer may License the Data for the period set forth in the order form with such period extendable by prior written agreement of the Parties.

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5. Assistance and Support. Vendor will provide necessary assistance to Customer during the License Period and will supply Customer with any available supporting documentation requested by Customer to enable Customer to fully utilize the Data.

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6. Confidentiality and Non-Disclosure.

a. Confidentiality Undertaking, Subject to subsections (b) and (c) below, each Party receiving Confidential Information (each, a “Recipient”) from a disclosing Party (each, a “Discloser”):

(i) Will treat all Confidential Information it receives from a disclosing Party as secret and confidential;

(ii) Will only disclose the Confidential Information to the professional advisers, directors, officers, servants, employees, agents, Affiliates, and/or other representatives (including, but not limited to, attorneys, accountants, and consultants) (collectively the “Representatives”) of such receiving Party, the Representatives of any Affiliate of such receiving Party, or any entity advised by such receiving Party (collectively the “Group”) who need to receive and consider the Confidential Information of a disclosing Party and who are subject to agreements or policies requiring them to maintain the confidentiality of the information received;

(iii) Will not use the Confidential Information other than for its own business Purpose; and

(iv) Agrees that a violation of this Section 7 by any Representative of a Party shall constitute a violation of this Section 7 by the Party.

b. Exceptions. Notwithstanding the foregoing, the obligation to maintain confidentiality of the information shall not extend to:

(i) any information that is currently or becomes generally available to the public other than as a result of Recipient’s breach of confidentiality or the wrongful conduct of others; or

(ii) any information that has been given to Recipient on a nonconfidential basis by a third party who is not known by Recipient to be in breach of any obligation of secrecy to Discloser; or

(iii) any information already in available to Recipient on a nonconfidential basis at the time of its disclosure by the Discloser or on Discloser’s behalf to Recipient; or

(iv) any information independently developed by the Recipient without reference to the Discloser’s Confidential Information.

c. Legal Requests. Each Party will be entitled to disclose any Confidential Information if and to the extent that such Party is required or requested to do so by any law or by any court, regulatory agency, or administrative or governmental authority in any jurisdiction, provided that each Party will, if it is legally permitted and commercially reasonable to do so, notify the other Party as soon as reasonably possible upon becoming aware of any such requirement.

d. No Publicity/Marketing. Except for disclosures to government authorities that are required by applicable laws or regulations, or by ethics guidelines or similar requirements, neither Party will disclose the existence or nature of this relationship to any third party, nor use the names or marks, refer to or identify the other party in advertising, announcements, press releases or other promotional materials including without limitation testimonials, quotations, case studies, and other endorsements without first securing the other Party’s’ written consent, such consent to be granted or withheld in the sole and absolute discretion of each Party.

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7. License. Subject to the terms of this Agreement, Vendor hereby grants Customer and its Affiliates a worldwide, non-exclusive right and license to access, use, display, modify, aggregate, store and analyze the Data via the Delivery Partner’s platform and within the terms of the corresponding order form.

Customer shall have the right to create Derivative Content from the Data in the ordinary course of business, which shall be owned exclusively by Customer without restriction.

Customer agrees not to copy, modify, translate, decompile, disassemble, or otherwise reverse engineer, or otherwise determine or attempt to determine source code or protocols from, the executable, object, source or database code of the Data, and agrees not to permit or authorize anyone else to do so.

Acceptance of these terms constitute a request by the Customer to obtain a trial or subscription. The Customer request shall be deemed to be accepted on the earliest of Exabel issuing email confirmation that the license agreement is in force or upon Exabel issuing logins to the service.

For the avoidance of doubt, Exabel and / or 90 West Data, LLC are under no obligation to accept the Customer request.

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8. Representations and Warranties.

a. Vendor. Vendor represents, warrants, and covenants that:

(i) Vendor has all legal rights and permissions, by contract or otherwise, necessary to perform its obligations under this Agreement, including the rights to use and provide the Data, as well as all related copyrights, trademarks, service marks, patent rights, and trade secrets and any other intellectual property rights therein, and such performance will not cause it to breach any of its obligations to any third parties or the proprietary rights of any third party;

(ii) Vendor has complied with and will continue to comply with any applicable law, rule or regulation in creating, gathering or providing the Data or performing any other obligations under this Agreement, including privacy laws such as the European Union’s General Data Protection Regulation or the California Consumer Privacy Act, and the use of the Data as permitted hereunder will not violate such laws.

(iii) The Data does not contain information that is subject to a confidentiality obligation or information that Vendor does not have the right to disclose.

(iv) Vendor has taken commercially reasonable steps to ensure that the Data does not contain material non-public information, Personally Identifiable Information or information which would allow Customer to identify any underlying individual to which the Data relates, or other information subject to a confidentiality obligation.

(v) To the extent the Data includes information sourced from third party providers, Vendor has made reasonable inquiry into third party provider practices and, to the best of Vendor’s knowledge, such third-party provider(s) practices would not result in the violation of any relevant law, the provision of any Personally Identifiable Information or material non-public information to Vendor, or the breach of the third party provider’s relevant confidentiality obligations;

(vi) Vendor has used and shall use reasonable efforts in accordance with industry standards to ensure that no malware is introduced into the Data and that the Data does not and will not contain any computer code, programs or programming devices intentionally designed to disrupt, modify, delete, damage, deactivate, disable, harm or otherwise impede in any manner, the Customer’s systems, networks, or any other associated software, firmware, hardware, computer system or network;

(vii) Vendor shall notify Customer promptly if either of the following occurs: (a) Vendor discovers any breach of these covenants; (b) Vendor receives a written cease and desist notice from any third party claiming that Vendor’s collection, transformation, distribution or other use of the Data, or any information embedded therein, is in breach of any agreement, including online terms of service or related user/platform policies, and such concern is not resolved within twenty (20) business days. For the avoidance of doubt, the information conveyed pursuant to this provision shall remain confidential; and

(viii) Vendor shall provide Customer with not less than thirty (30) days’ prior notice of any planned change to the information sources or methodologies that Vendor uses to collect, transform and/or distribute the Data and Vendor shall cooperate with all reasonable requests that Customer makes to confirm that the additional information sources and/or methodologies are in compliance with all applicable laws, rules and regulations.

b. Customer. Customer represents, warrants, and covenants that:

(i) Customer has all legal rights and permissions necessary to perform its obligations under this Agreement; and

(ii) Customer shall comply with all applicable laws, rules, and regulations in its use of the Data supplied by Vendor hereunder.

c. OTHER THAN THE SPECIFIC REPRESENTATIONS SET FORTH IN THIS SECTION 9 (i) THE PARTIES MAKE NO EXPRESS REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUE OR OTHERWISE AND (ii) FOR THE AVOIDANCE OF DOUBT, THE DATA AND ALL OTHER INFORMATION OF VENDOR WHICH MAY BE PROVIDED OR MADE AVAILABLE TO YOU IS PROVIDED “AS/IS” WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXCEPT AS PROVIDED HEREIN. VENDOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING: WARRANTIES OF MERCHANTABILITY, SUITABILITY, INTEGRATION, CURRENTNESS, ACCURACY, AND FITNESS FOR A PARTICULAR OR GENERAL PURPOSE.

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9. Return or Destruction of Confidential Information. Unless otherwise agreed in writing, upon receipt of a written request from a disclosing Party, a receiving Party will return to a disclosing Party or destroy all materials containing or reflecting any Confidential Information received from a disclosing Party which (i) are in the receiving Party’s possession or control or in the possession or control of the receiving Party’s Affiliates, and (ii) are in a form capable of delivery or destruction, except that each Party will not be required to delete:

a. Confidential Information residing on a Party’s backup tapes or its servers if permanent deletion would be infeasible or not possible;

b. Copies of Confidential Information to the extent required by law or regulation, court, regulatory agency, governmental or self-regulatory organization, or maintained pursuant to a Party’s established document retention policies and procedures (collectively for this Section 10, “Regulatory Purposes”);

c. Derivative Content and Insubstantial Amounts of Confidential Information used in the ordinary course of business.

A receiving Party may use any such retained Confidential Information for any of the purposes permitted in this Agreement, except that (a) Confidential Information residing on backup tapes or servers shall only be restored in response to a Party’s ordinary data loss event and (b) data retained for Regulatory Purposes shall only be used for those Regulatory Purposes.

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10. Survival. Each Party’s rights and obligations under Sections 12 and 13 of this Agreement shall survive any termination of this Agreement.

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11. Limitation of Damages. Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages relating to this Agreement.

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12. Third Party Intellectual Property Indemnification. Vendor shall defend, indemnify and hold harmless Customer, its Affiliates and its and their directors, officers, employees, agents and other representatives, from and against all liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from any third-party claim that the Data infringes such third Party’s intellectual property rights or other proprietary rights.

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13. No Restriction on Trading. No provision herein is intended to limit or prohibit Customer or any of its Affiliates from trading any financial product, including those regulated by the SEC or CFTC. Vendor will not disclose to Customer any information if:

a. The disclosure violates any applicable laws or regulations, including any relevant securities laws, and particularly insider trading laws;

b. The disclosure violates any agreement, contract or duty to which Vendor is subject; or

c. Vendor knows or reasonably should know that the disclosure of the information by the direct or indirect source of the information breaches or breached any agreement, contract, or duty to which the direct or indirect source was subject.

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14. Entire Agreement. This Agreement (including any Appendices) constitutes the entire agreement between the Parties and supersedes all related discussions, understandings, prior agreements, and other communications between the Parties with respect to the subject matter hereof. No click-through, pop-up or other online terms presented by Vendor or the Data shall have any force or effect notwithstanding whether any Customer personnel accept such terms in their use of the Data.

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15. Governing Law, Jurisdiction, Venue, Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflicts of law provisions.

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16. Amendments. This Agreement may not be modified, amended, or rescinded unless set forth in writing and signed by a duly authorized representative of each Party.

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17. Validity. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then each provision not so affected will remain in full force and effect.

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18. Waiver. No course of dealing, course of performance, or failure of any Party strictly to enforce any term, right, or condition of this Agreement shall be construed as a waiver of any other term, right, or condition. For the avoidance of doubt, no waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any subsequent breach of the same or any other provision.

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19. Assignment & Binding Effect. Neither Party may assign this Agreement without the other Party’s prior written consent; provided that no such consent is needed in the event of a Party’s assignment or transfer of the majority of its stock or all or substantially all of its assets to which the Data or Evaluation thereof relates, as part of a merger, acquisition or asset sale. Any assignment in violation of this Agreement will be void. This Agreement benefits and binds the Parties to this Agreement and their respective successors and permitted assigns.

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20. Notices. All notices, requests and demands to or upon the Parties hereto shall be in writing and deemed to have been properly given or made when properly transmitted via email or via internationally recognized overnight courier, such as FedEx, UPS, or DHL, addressed as follows or to such other email address as may be designated hereafter in writing by the respective Parties:

To the Vendor:

Name: [John Farrall]

Email: [jfarrall@90westdata.com]

Address: [1300 E. 9^th St, Suite 1650, Cleveland, OH, 44114]

To the Customer:

Name:

Email:

Address:

With a copy to:

Name:

Email:

Address:

Notices will be deemed given on the date of hand delivery or delivery by email or upon receipt of confirmation of delivery by registered or certified mail, postage prepaid.

If a Party provides initial notice via FedEx, UPS, or other internationally recognized overnight courier, such notice is deemed given when received.

For those communications or records that the Parties are otherwise required under applicable law to provide in a written paper form, the Parties agree that each may provide such communications or records to the other by means of electronic communications as set forth in this Section 21.

IN WITNESS WHEREOF, the parties hereto have caused this Data Subscription or Trial Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

90 WEST DATA LLC

By:

Name:

Title:

CLIENT:

[Client Name]

By:

Name:

Title:

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APPENDIX A

DESCRIPTION OF AGGREGATED CONSUMER TRANSACTION DATA

· The date the transaction took place.

· The name of the merchant where the transactions took place.

· The parent or holding company of the merchant.

· The stock symbol assigned to the merchant (if applicable).

· The pre-defined Industry group of the merchant

· The pre-defined sub-Industry group of the merchant

· The total dollar value of all transactions at the merchant.

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1. Introduction

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”.

You are entering into this License Agreement and You are also entering into an Insights Subscription (as defined below) with an Insights Partner (as defined below). The Insights Subscription Products (as defined below) will be accessed via the Exabel Platform.

This License Agreement sets out the terms and conditions under which You are granted the right to use the Exabel Platform. 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.

This License Agreement includes a licence to Data Provider Data as set out in Appendix A. Any reference to this Licence Agreement includes Appendix A unless the context otherwise requires or this License Agreement otherwise states.

Exabel’s main product is the “Exabel Platform”. The Exabel Platform consists of a password protected software solution located at app.exabel.com or as otherwise notified to the Customer. The provision of on-line access to the Exabel Platform constitutes “Services” for the purpose of this License Agreement.

By accepting this License Agreement, including by (1) clicking a box indicating acceptance, or (2) executing an order form that references this License Agreement, or (3) executing this License Agreement using DocuSign (or other electronic signature service), the Customer agrees to the terms of this License Agreement which binds 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 You may not request access to the Exabel Platform. If the Customer registers for or is being provided with a free trial subscription of the Services, the provisions of this License Agreement govern that free trial.

1.1 Effective Date of this License Agreement

The acceptance of this License Agreement by You, the Customer, constitutes a request by the Customer to obtain an Exabel Subscription and the Data Provider Data in accordance with the terms of this License Agreement. The Customer’s request shall be deemed to be accepted on the earlier of Exabel issuing email confirmation that the License Agreement is in force or upon Exabel issuing log ins in accordance with clause 2.1, at which point this License Agreement shall come into force and have contractual effect (the “Effective Date”).

The use of the Services requires a subscription with Exabel which may be a trial subscription (“Exabel Subscription”). Access is also conditional upon an active Insights Subscription being in place and agreed between Customer and any one or more of Exabel’s Insights Partners. A list of Exabel’s Insights Partners are available on request from Exabel. The period for which the Exabel Subscription is valid is referred to as the “Subscription Period” and is for the duration of this License Agreement set out in clause 7. In particular, if no Insights Subscription is in force between the Customer and an Insights Partner, the Exabel Subscription shall immediately expire. Exabel may also at any time terminate the Exabel Subscription for the reasons set out in this License Agreement.

Customer is responsible for any activity occurring in Customer's account by individual employees or contractors of the Customer who are authorised by Customer to use the Services (“End Users”), and for ensuring that such activity is in accordance with the terms specified below.

1.2 Definitions

For the purposes of this License Agreement(but excluding Appendix A), the following definitions have the following meanings:

“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.

“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 (as defined below in clause 3.2).

“Data Provider(s)” means a provider of fundamental financial data products.

“Data Provider Data” means any data products owned by a Data Provider made available by Exabel through the Services.

“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).

“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 (including any relevant order forms) 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.

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

“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.

2. Login credentials

2.1. Registering Login Credentials

In order to access the Services, Exabel shall provide Customer with login credentials (“Login Credentials”) for one End User that shall be permitted to access the Services. The Customer may, from time to time during the term of the Exabel Subscription, request to purchase additional End User subscriptions and if so agreed by Exabel, Exabel shall grant access to the Services to such additional authorised End Users.

Customer warrants that all information provided at registration for Login Credentials is correct and complete.

2.2. Safeguarding Login Credentials

Customer shall ensure that End Users’ Login Credentials are secured and not shared with third parties.

2.3. 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 Subscription Period, the provisions of clauses 2.1 and 2.2 shall apply to any replacement End User to be registered.

3. Use of Services and Content, IP

3.1 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.

3.2 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 Content, any and all technology used for providing the Services, 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 inputted by the Customer or End Users for the purpose of using the Services (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

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

3.3 License grant

The Exabel Subscription provides 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 Subscription Period, to access the Services and make use of the Content strictly for its own, internal purposes.

Customer agrees that the Service 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 Service 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 subscription to be used by more than one individual End User unless it has been reassigned in its entirety to another individual authorised End User, in which case the prior authorised End User shall no longer have any right to access or use the Services. 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 a Service to any Third Party.

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

The rights granted under this clause 3.3 are granted to the Customer only.

3.4 Use of Services

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 in order to build a product or service which competes with the Services and/or the Exabel Platform; or

3.5 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).

The Content shall not be used or exploited by Customer except as explicitly set out in clause 3.3 (license grant) and the Data Provider Data shall not be used or exploited by Customer except as explicitly set out in Appendix A. For the avoidance of doubt, the rights granted in relation to the Data Provider Data are solely covered by the 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.

3.6 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 or any system used in the provision of the Services 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 or any system used in the provision of the Services.

3.7 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;

(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.

Customer shall promptly notify Exabel in writing upon becoming aware of any unauthorized access to or use of the Service, 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.

3.8 Suspension of services

Without prejudice to any other right Exabel may have under the License Agreement or at law, if Customer is in breach of clause 3 or 6, then Exabel is entitled to suspend, with immediate effect and without liability to the Customer, the Services until the breach has ceased and been cured.

4. Data regarding usage

4.1 Data regarding usage

Customer acknowledges that Exabel collects data regarding End Users’ use of the Services and access to the 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.

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 www.exabel.com/privacy-policy.

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5. Changes

5.1 Changes to the Exabel Subscription

The Exabel Platform may comprise multiple different modules or components. The Customer’s Insights Subscription(s) with Insights Partners define which modules and components shall be made available to End Users in the form of Services.

Exabel may periodically provide the Customer with access to features, components or modules, that are not specified in the Insights Subscription(s), on a trial basis. Use of such trial features, components or modules by 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.

5.2 Modifications to the Services

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

5.3 Changes to the License Agreement

In the event of material changes to the terms of the License Agreement, Exabel will notify the Customer at least 30 days before these new terms apply to the Customer, by issuing notice by email to the Customer's registered email account. Customer’s continued use of the Services after such modifications will constitute acknowledgment of and agreement to the modified terms.

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6. 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, provided that Exabel shall procure that such Third Party is bound by such confidentiality obligations substantially equivalent to those set out in this clause 6.

Exabel may also disclose Confidential Information to its Affiliates as long as the Affiliates are bound by such confidentiality obligations as set out in this clause 6.

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 and technical information regarding the Exabel Platform and the technical systems used by Exabel to provide the Services as Confidential Information and only use and disclose the same in accordance with these terms.

This section 6 shall survive termination or expiry of this License Agreement.

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7. Termination

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 (including, for the avoidance of doubt, Appendix A) shall, unless otherwise terminated as provided in this clause 7, commence on the Effective Date as set out in clause 1.1, and shall continue until all Insights Subscriptions expire or are terminated when this License Agreement shall terminate automatically without notice. Notwithstanding the foregoing, Exabel may terminate the rights granted under Appendix A in accordance with the provisions set out in Appendix A.

Furthermore, Exabel may, without affecting any other right or remedy available to it, with written notice to the Customer and with immediate effect terminate this License Agreement if:

the Customer or individual End User breaches any of the terms in this License Agreement;
the Customer or individual End User breaches any of the terms in Appendix A or Exabel is notified by a Data Provider that the Customer’s right to use the Data Provider Data must cease;
the Customer enters into a separate license agreement with Exabel relating to the Exabel Platform (which may provide the Customer with access to other Exabel Platform modules or components or which grants the Customer a non-trial subscription if this License Agreement is for a trial subscription) that supersedes this License Agreement; or
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.

Exabel may, without affecting any other right or remedy available to it, terminate this License Agreement for its convenience:

On immediate written notice if this Licence Agreement is for a trial subscription; or
In any other case, with twelve months prior written notice to the Customer.

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) access to the Services (or any part of them) if:

Exabel is notified by an Insights Partner that 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
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.

On termination of this License Agreement for any reason, all licenses granted under this License Agreement shall immediately cease and the Customer shall immediately cease all use of the Services, and 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.

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8. Disclaimers and Limitations of Liability

8.1 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 Service, 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.

8.2 Limitation of Damages

(a) Subject to clause 8.2(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 8.2(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 8.2(e), Exabel's aggregate liability for Customer’s losses arising out of or in connection with the Services, the Exabel Subscription and this License Agreement shall not exceed an amount corresponding to EUR 10,000 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 Exabel Subscription; it is not multiplied by the number of end users covered by the Exabel Subscription.

(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 needed for these to be permitted.

8.3 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 or 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.

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9. Choice of legislation and venue

9.1 Choice of Legislation

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

9.2 Disputes

Any disputes that may arise from the Services, the License Agreement or the Exabel Subscription that cannot be amicably resolved between Exabel and Customer shall be finally settled by arbitration in London in accordance with this clause 9.2 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 9.2 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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10. Miscellaneous

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 Third Party Rights

Save as set out in Appendix A, 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.

10.6 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.

‍11. How to contact Exabel

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

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