1. INTRODUCTION

The 9fin Service is provided by the 9fin entity identified as signatory on the applicable Order Form. Details of each contracting entity are set out below.

2. DEFINITIONS

1. In this Agreement save where the context requires otherwise, the following words and expressions have the following meaning:

“9fin” means, collectively, 9fin Limited, 9fin Inc., Bond Radar Ltd, Bond Radar (Asia) Limited, and each of their Affiliates (as defined below);

“9fin Data” means the Content proprietary to 9fin and made available by the 9fin Service;

“9fin Login Details” means the credentials used by an Authorised User to create an account with 9fin and/or access the 9fin Service;

“9fin Service” means the Content, databases and tools that 9fin makes available as a service;

“Affiliates” means, in relation to any person or entity, any entity which controls or is directly or indirectly controlled by, or under common control with, that person or entity;

“Agreement” means the agreement between the Client and applicable 9fin entity comprising the Order Form, any documents incorporated by reference, as well as any exhibits or annexes attached thereto, including this Annex 1 - 9fin Terms of Service;

“Applicable Currency” means the currency specified in the Order Form;

“Applicable Taxes” means any applicable VAT, withholding tax, sales tax, or other applicable national, state, regional, or local taxes;

“Authentication Data” has the meaning given in clause 10.1. of this Agreement;

“Authorised Team” means the team specified in the Order Form;

“Authorised Team Location” means the authorised team location as specified in the Order Form;

“Authorised Site” means the city (or, where applicable, the specific office location) of the Client specified in the Order Form as the location at which Authorised Users may access and use the 9fin Service under a Site licence;

“Authorised User” means any employee, agent, worker, contractor, or other person authorised according to this Agreement by the Client to access the 9fin Service on behalf of the Client;

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, NY (USA) or London (England) are authorised or required by law to close;

“Client” or “you” means the person identified in the Order Form under Client Legal Name;

“Client Data” means any documents, data or other information, that the Client or any Authorised User makes available to 9fin in connection with, or as a result of, their use of the 9fin Service, except that Client Data shall exclude Authentication Data or Client Usage Data;

“Client Group” means the Client and its Affiliates;

“Client Requests” means any requests made of 9fin by Client or any Authorised Users, including via e-mail or client support requests;

“Client Searches” means any usage patterns, search strings, or any other interaction of the Client or any Authorised Users with any data available on the 9fin Service, such as downloading documentation or data, or applying searches on Content or other information available on the 9fin Service;

“Client Usage Data” means Client Searches, Client Requests, and User Initiated Actions;

“Complimentary” means certain Authorised Users who receive access to the applicable Service Package on a complimentary basis, as specified in the relevant Order Form. Complimentary Authorised Users are granted access for a maximum period of twelve (12) months, or such shorter period as specified in the applicable Order Form. Access for Complimentary Authorised Users will automatically terminate at the end of the complimentary access period unless otherwise expressly agreed in a renewal Order Form signed by the parties;

“Confidential Information” means, subject to clause 9, information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary, including for the avoidance of doubt, Content, Client Data, and information about the 9fin Service and 9fin’s products;

“Content” means news, statements, content, articles, documents, alerts, data, reports, summaries, opinions, analyses and other information or materials delivered or made available in connection with the 9fin Services or obtained through or in connection with use of the 9fin Service;

“Controller” has the meaning given in the UK GDPR;

“Data” means collectively the 9fin Data and Third Party Data;

"Data Protection Laws” means: (a) the GDPR; (b) the UK GDPR; and (c) any equivalent legislation, or legislation dealing with the subject matter, anywhere in the world, each as applicable and each as amended, repealed, consolidated or replaced from time to time;

“Due Date” has the meaning given in clause 11.1 of this Agreement;

“Extended Term” means a twelve-month period for which the Agreement has been extended following the expiry of the then current Term, or as otherwise agreed by the parties in writing;

“Fee(s)” means the amounts set out in the Order Form with respect to the Price, Applicable Taxes, and any other fees that the parties may agree in writing from time to time, including within this Agreement, or, including any Fees payable during any Extended Term if the Agreement is extended pursuant to Clause 3.2 of this Agreement;

"GDPR” means Regulation (EU) 2016/679, as amended, consolidated or replaced from time to time;

“Initial Term” means the initial term of the Agreement, as set out in the Order Form, commencing from the Start Date of the first Period and ending on the End Date of the final Period;

“Intellectual Property Rights” means, collectively, all rights with respect to trademarks, service marks, trade dress, logos, copyrights, rights of authorship and patents; all database rights, moral rights, inventions, rights of inventorship, rights of publicity and privacy, trade secrets, know-how, inventions, improvements, discoveries, ideas, processes, specifications, technical data and rights under unfair competition and unfair trade practices laws; all other worldwide intellectual and industrial property rights related thereto; and all applications, registrations, derivative works or renewals relating to any of the foregoing;

“Licence Type” means, Standard or Complimentary, as set out in the Order Form;

“Maximum Number of Authorised Users” means the maximum number (as set out in the Order Form – see section Service Package(s) & Ordered Quantity) of unique Authorised Users permitted to access and use the 9fin Service per Licence Type, or such other number of Authorised Users that the parties may agree in writing from time to time;

“Order Form” means the applicable order form signed (whether electronically or otherwise) by the parties setting out the relevant details of the applicable subscription to the 9fin Service;

“Payment Method” means the method of paying Fees or other amounts owed, as specified in the Order Form or any applicable invoice;

"Period" means each period set out in the Order Form, each with its own Start Date, End Date and applicable Fees, the aggregate of which makes up the Initial Term;

"Personal Data” has the meaning given in the UK GDPR;

“Privacy Policy” means the policy, as amended from time to time, available at 9fin.com/privacy;

"Reference Rate" means, in respect of the 9fin contracting entity identified in the applicable Order Form where the contracting entity is: (i) 9fin Limited, Bond Radar Limited or Bond Radar (Asia) Limited, the base lending rate of Barclays Bank PLC in effect on the Due Date; or (ii) 9fin Inc., the U.S. Prime Rate most recently published in The Wall Street Journal as at the Due Date (or, if The Wall Street Journal ceases to publish such rate, in another nationally recognised financial publication selected by 9fin in its sole discretion);

“Sanctions Laws” has the meaning given in clause 16.3 of this Agreement;

“Service Package” means, exclusively, the Service Package as set forth in the Order Form;

“Site” means a licence under which Authorised Users are permitted to access the 9fin Service from the Authorised Site, in each case as specified in the Order Form. Where the Service Package is licensed on a Site basis, there shall be no cap on the Maximum Number of Authorised Users available at the Authorised Site for the specified Service Package;

“Standard” means an Authorised User who is granted access to the 9fin Service pursuant to a paid subscription, as specified in the applicable Order Form, and is not a Complimentary Authorised User;

“Start Date” means the earliest Start Date set out in the Order Form;

“Term” means the period of time made up of the Initial Term and any Extended Term(s), as applicable;

“Third Party Data” means any third party data, news and analytics made available through the 9fin Service;

“Third Party Sites” has the meaning given in clause 7 of this Agreement;

“UK GDPR” means the GDPR as retained in the laws of England & Wales, Scotland and Northern Ireland by the European Union (Withdrawal) Act 2018 as amended from time to time;

“Unauthorised User” has the meaning given in clause 4.2 of this Agreement;

“User Initiated Action” means any user initiated action on a visual component of the 9fin Service (e.g., pressing a button, changing a setting, applying a filter, etc.);

“VAT” means value added tax; and

“Virus” means any thing or device (including any software, code, file or program) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.

3. DURATION

3.1 The Agreement will commence on the earliest Start Date set out in the Order Form and continue for the Term.

3.2 The Initial Term shall extend for an Extended Term at the expiry of the Initial Term and upon the expiry of each Extended Term thereafter. Either party may terminate the Agreement by providing notice at least ninety (90) days prior to the expiry of the then current Term, with such termination to take effect at the expiry of the then current Term. The Fees payable in respect of any Extended Term shall be the Fees applicable in respect of the final Period of the Initial Term (or, in respect of any subsequent Extended Term, the Fees applicable during the immediately preceding Extended Term), in each case subject to any increase pursuant to clause 11.4.

4. ACCESS TO THE 9FIN SERVICE

4.1 Subject to the terms and conditions of this Agreement, 9fin grants the Client a non-exclusive, non-transferable, personal and non-sub-licensable license, during the Term, to access and use, and to permit Authorised Users to access and use, the 9fin Service (in accordance with the applicable Service Package).

4.2 If 9fin discovers that any Authorised User is sharing their 9fin Login Details with any other person or entity (an “Unauthorised User”), and the Client has not previously notified 9fin that such 9fin Login Details were lost, stolen, or otherwise compromised, the Client will pay 9fin a sum equivalent to the then-current Fee divided by the Maximum Number of Authorised Users for each additional person using the 9fin Service during the applicable Term.

4.3 The Client is solely responsible for ensuring their network and systems are compatible with the 9fin Service.

4.4 9fin may, at any time, disable any Authorised User’s access if, in its sole and reasonable discretion, 9fin determines that the Authorised User has failed to comply with any of the provisions of the Agreement; provided that prior to disabling access to the 9fin Service, 9fin shall provide notice to the Client of such failure to comply, and permit the Client two (2) Business Days to remedy such failure, with any such remedy to be considered sufficient in the sole and reasonable discretion of 9fin. Notwithstanding the foregoing, 9fin may disable access without prior notice where the breach is, in 9fin's reasonable opinion, incapable of remedy or where immediate action is necessary to protect the 9fin Service, 9fin's Confidential Information, or any third party. Following two (2) such notices by 9fin under this clause during the Term, no further notices shall be required to be made prior to disabling access. 9fin shall promptly notify the Client of any suspension under this clause and, where reasonably practicable, the basis for such suspension.

5. CHANGES TO THE 9FIN SERVICE

5.1 The Client agrees that the 9fin Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the 9fin Service; provided that 9fin shall inform the Client about a material overall reduction in the functionality of the 9fin Service as compared to the 9fin Service as of the date of this Agreement (a “Change of Service Notice”). Within thirty (30) days of the receipt of a Change of Service Notice, the Client shall have the right to terminate the Agreement upon ninety (90) days’ written notice, subject to 9fin’s ability to remedy such reduction prior to the expiry of such notice period.

5.2 In the event of termination by Client in accordance clause 5.1, 9fin shall reimburse Client for any Fees paid for the 9fin Service for the period that is subsequent to the termination date on a pro rata basis.

5.3 The Client acknowledges that any new features or services that 9fin develops and releases after the date of this Agreement, and that 9fin typically licences separately rather than incorporating into existing services, are not included in the Client’s Service Package.

5.4 Notwithstanding any provision of this Agreement, it is agreed by the Client that the loss or disruption of any Third Party Data shall not constitute, or form part of, a material overall reduction in the functionality of the 9fin Service.

5.5 Beta and Trial services. From time to time, 9fin may make available (a) features or services designated as "beta", "preview", "pre-release", or by any similar designation ("Beta Services"), or (b) Service Packages expressly identified in the Order Form as being provided on a trial basis ("Trial Services"). Beta Services and Trial Services are not suitable for production use and are provided "as-is" and "as-available" on a temporary basis, without any warranty, indemnity, or service level commitment. 9fin is not responsible for the Client's use of, or reliance on, any Beta Services or Trial Services, and may modify, suspend or discontinue any Beta Service or Trial Service at any time. Trial Services shall be provided for the period specified in the Order Form, or, if no period is specified, for thirty (30) days from the Start Date, and shall automatically terminate at the end of such period unless the parties have entered into a new Order Form for paid access. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 9FIN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY BETA SERVICE OR TRIAL SERVICE SHALL NOT EXCEED THE LESSER OF £1,000 (OR ITS EQUIVALENT IN THE APPLICABLE CURRENCY) AND THE FEES PAID BY THE CLIENT TO 9FIN DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

5.6 Migration of service. 9fin reserves the right, in its discretion, to migrate any Service Package currently delivered via bondradar.com or loanradar.co.uk to 9fin.com. 9fin shall provide the Client at least forty-five (45) days' prior written notice of any such migration. 9fin shall use commercially reasonable efforts to transition the Client to a substantially similar Service Package on 9fin.com. Where 9fin does so, the migration shall not constitute a material overall reduction in the functionality of the 9fin Service for the purposes of clause 5.1 and shall not give rise to any termination right or refund obligation under this Agreement. If 9fin does not transition the Client to a substantially similar Service Package, 9fin shall credit or refund to the Client any unused portion of the prepaid Fees for the affected Service Package, calculated from the date on which the affected Service Package ceases to be available.

6. CERTAIN OBLIGATIONS

6.1 The Client:

(a) and, solely with respect to this clause 6.1(a), 9fin, must comply with all applicable laws and regulations in connection with its use of, or provision of, the 9fin Service and the performance of its obligations under this Agreement;

(b) must use the 9fin Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the 9fin Service by any Authorised User or Unauthorised User;

(c) must ensure that all Authorised Users are aware of the terms of the Agreement and act in compliance with them;

(d) must ensure that each Authorised User keeps secure and confidential their 9fin Login Details and that such Authorised User shall not disclose their 9fin Login Details to any third party (including, for the avoidance of doubt, any other person within the Client Group who is not an Authorised User);

(e) must ensure that the number of Authorised Users does not exceed the Maximum Number of Authorised Users (as specified in the Order Form), and that such Authorised Users are members of an Authorised Team within the Authorised Team Location or Site, as applicable, and in each case as specified in the Order Form;

(f) must ensure that the Client ends any Authorised User’s right to access and use the 9fin Service if the Authorised User ceases its relationship with the Client by notifying 9fin within thirty (30) days of such cessation; and

(g) must not: (i) knowingly access, store, distribute, or transmit any Virus through the 9fin Service; (ii) use the 9fin Service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the 9fin Service in a manner that is illegal or causes damage or injury to any person or property; (iv) use any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the 9fin Service in a manner that sends more request messages to the 9fin Service than a human can reasonably produce in the same period of time by using a conventional online web browser; (v) attempt to interfere with or compromise the integrity or security of the 9fin Service; (vi) knowingly select as a 9fin username a name that they do not have the right to use, or another person’s name with the intent to impersonate that person; (vii) to create a product or service similar to the 9fin Service or any part of the 9fin Service; or (viii) access or use the 9fin Service for competitive purposes or in order to build, train, develop, or improve any product or service which competes with, or is intended to compete with, 9fin or any of its Affiliates. 9fin reserves the right, without liability or prejudice to its other rights under the Agreement, to immediately disable, suspend or prevent access to the 9fin Service by any Authorised User for any breach of any provision of this clause 6.1(g) with no notice.

6.2 Notwithstanding clause 12.3(c), 9fin shall not, and shall not permit any third-party (including, for the avoidance of doubt, other clients of 9fin) to, train any large language models in such a way that any third-party can learn, memorise, or be able to reproduce Client Data or Client Usage Data.

7. THIRD PARTY SITES

The 9fin Service may contain links to, or call the servers of, third party websites or services that are not under 9fin’s control, solely at the direction of and/or as a convenience to the Client (“Third Party Sites”). As such, 9fin is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Client’s risk.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 9fin is the owner or licencee of all Intellectual Property Rights in the 9fin Service including the Data. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in this Agreement, 9fin does not grant to the Client any rights to or licences in respect of the 9fin Service or the Data.

8.2 All 9fin Data shall at all times be and remain the sole and exclusive property of 9fin.

8.3 All Third Party Data shall at all times be and remain the sole and exclusive property of the relevant third party proprietors of the Third Party Data.

8.4 Data posted on, or made available by, the 9fin Service may not be duplicated, copied, or sold, resold, broadcasted, disseminated, re-transmitted or re-distributed in whole or in part, in any format or to any third party (including any person within the Client’s organisation, company or business) without the prior written consent of 9fin. Notwithstanding the foregoing, the Client shall be permitted to utilise small portions of the Data for internal or interoffice use or, with respect to 9fin Data only, for distribution to clients or use in external memoranda or documents, so long as such 9fin Data is clearly marked as 9fin Data, and any recipients are properly made aware of the exclusion of warranties set forth in clause 13 of this Agreement. Dissemination and re-distribution includes, for the avoidance of doubt, making any such information available via the Internet, any automated e-mail forwarding service or via any other electronic means of access.

8.5 The Client will not, and shall procure the Authorised Users will not:

(a) other than as contemplated in clause 8.4, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the 9fin Service in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the 9fin Service;

(c) use, or permit any third party (including without limitation a Client vendor) to use, any of the 9fin Service, 9fin Data, or 9fin Confidential Information to develop, build, fine-tune, train, or otherwise improve any artificial intelligence, machine learning or large language models; or

(d) erase or remove any proprietary or intellectual property notice contained in the 9fin Service.

8.6 9fin is permitted to use the Client’s name and logo to identify Client as a customer of 9fin on its website, in any public advertising or press releases.

8.7 Feedback. The Client may, but is not obliged to, provide 9fin with suggestions, comments, ideas, improvements, recommendations or other feedback relating to the 9fin Service or 9fin's products (collectively, "Feedback"). The Client hereby assigns to 9fin, with full title guarantee and free from all encumbrances, all right, title and interest (including all Intellectual Property Rights) in and to any Feedback, such assignment taking effect upon the creation of the Feedback. To the extent any such assignment is ineffective for any reason, the Client hereby grants to 9fin a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sub-licensable and exclusive licence to use, reproduce, modify, distribute, create derivative works of, and otherwise exploit the Feedback for any purpose, without any obligation of attribution, compensation or accounting to the Client. The Client waives, and shall procure that its Authorised Users waive, all moral rights in the Feedback to the fullest extent permitted by applicable law. 9fin is under no obligation to use, implement or act on any Feedback.

9. CONFIDENTIAL INFORMATION

9.1 Each party may be given access to Confidential Information from the other party in order to perform, or in the course of performing, its obligations under the Agreement. A party’s Confidential Information shall be deemed not to include information that:

(a) the parties agree in writing that the information is not Confidential Information;

(b) is or becomes publicly known other than through any act or omission of the receiving party;

(c) was in the other party’s lawful possession before the disclosure;
(d) is lawfully disclosed to the receiving party by a third party; or

(e) is independently developed by the receiving party without reference to the Confidential Information, which independent development can be shown by written evidence.

9.2 Each party shall hold the other party’s Confidential Information in confidence and, unless required by law, regulation, order of any court of competent jurisdiction, or by any regulatory or administrative body, shall not make the other party’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement, including the provision of the 9fin Service.

9.3 Each party shall take all commercially reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents or advisors (who are under a professional or contractual duty of confidentiality at least as onerous as those contained herein) in violation of the terms of the Agreement.

9.4 No restrictions in this Agreement shall prevent either party from complying with any law, regulation, court order or other legal requirement that compels disclosure of any Confidential Information.

10. DATA PROTECTION

10.1 The parties acknowledge that the Client Data shared by the Client or any Authorised User on behalf of the Client may contain Personal Data, including names, contact details, coverage region, organisation, IP address(es), device identifiers (such as MAC addresses) and other network or device identifiers, and 9fin Login Details of Authorised Users (collectively, “Authentication Data”).

10.2 The parties further acknowledge that they are separate Controllers in relation to the processing and sharing of the Authentication Data.

10.3 Except as explicitly required by applicable laws, 9fin shall:

(a) only process Authentication Data to the extent necessary for the exercise of 9fin’s rights, and the fulfilment of 9fin’s obligations, under this Agreement, unless required otherwise by applicable laws (together, the “Purposes”); and

(b) not retain any Authentication Data for longer than is necessary to fulfil the Purposes.

10.4 9fin shall implement appropriate technical and organisational security measures to protect the Authentication Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

10.5 Prior to sharing the Authentication Data with 9fin, the Client shall ensure that:

(a) the affected data subjects have been notified of the fact that their Personal Data will be shared with 9fin, in accordance with this Agreement; and

(b) it has a legal basis under applicable Data Protection Laws to share the Authentication Data with 9fin.
10.6 The Client shall ensure, where relevant, that the Authentication Data are accurate and, where necessary, kept up-to-date.

11. FEES AND PAYMENT

11.1 The Client shall pay the applicable Fee within the period of time set out under Payment Terms in the Order Form following receipt of an invoice from 9fin (the “Due Date”), and such payment shall be made in accordance with the Payment Method set out in the Order Form.

11.2 If 9fin has not received payment in full on or before the Due Date, and without prejudice to any other rights and remedies available to 9fin:

(a) interest shall accrue on such overdue amounts at an annual rate equal to 2% over the Reference Rate, or the maximum rate permitted by applicable law, whichever is lower, commencing on the Due Date and continuing until the Fees have been paid in full, whether before or after a judgment by a court; and

(b) the Client shall reimburse 9fin for all reasonable costs and expenses (including lawyers’ fees) incurred by 9fin in collecting any overdue amounts.

11.3 All amounts and Fees payable under this Agreement:

(a) are payable in the Applicable Currency; and

(b) are exclusive of Applicable Taxes, with such Applicable Taxes payable by the Client at the same time as payment of the Fees.

11.4 Upon written notice to Client at least thirty (30) days prior to the end of the Initial Term, or following the Initial Term the then current Term, 9fin may increase the Fees payable for the next applicable Term (a “Fee Increase Notice”). The increased Fees shall apply to, and take effect from the start of, the Extended Term, unless otherwise objected to by the Client within thirty (30) days of the date of the Fee Increase Notice. To the extent the Client objects to the Fee Increase Notice, 9fin may, within one-hundred twenty (120) days of the objection, elect to terminate this Agreement upon thirty (30) days’ notice. For the avoidance of doubt, the Fees shall not increase during any notice period in this clause 11.4.

12. AVAILABILITY AND SUPPORT

12.1 9fin will use commercially reasonable endeavours to make the 9fin Service available with an uptime rate of 98%, except for:

(a) planned maintenance for which twenty-four (24) hours’ notice will be given; and

(b) unscheduled maintenance during normal business hours (UK time) or otherwise, for which 9fin will use reasonable endeavours to provide the Client advance notice.

12.2 The Client agrees that 9fin is not liable, or responsible, for the non-availability (whether temporarily or permanently) of any Authentication Data, Client Data, Client Usage Data or Third Party Data, whether controlled by 9fin, the Client or any third party.

12.3 The Client permits 9fin to collect and analyse Authentication Data, Client Data and Client Usage Data:

(a) to authenticate an Authorised User’s access to the 9fin Service;

(b) to ensure compliance with this Agreement, or any applicable law or regulation;

(c) to ensure, improve and enhance the 9fin Service and related systems and technologies; and

(d) as otherwise permitted by 9fin’s Privacy Policy.

13. WARRANTIES AND EXCLUSION OF WARRANTIES

13.1 OTHER THAN AS SET OUT IN THIS AGREEMENT, THE 9FIN SERVICE AND THE DATA ARE PROVIDED ON AN “AS IS” BASIS AND, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND IN RESPECT OF THE 9FIN SERVICE AND THE DATA, WHETHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW.

13.2 WITHOUT LIMITING THE EFFECT OF CLAUSE 13.1, 9FIN DOES NOT WARRANT, AND 9FIN SHALL HAVE NO LIABILITY IN RESPECT OF, THE FOLLOWING:

(a) THE ACCESS TO DATA WILL BE ERROR-FREE OR FREE FROM INTERRUPTION;

(b) THE DATA IS ACCURATE, COMPLETE, RELIABLE, SECURE, USEFUL, FIT FOR PURPOSE, OR TIMELY; OR

(c) THE DATA HAS BEEN TESTED FOR, OR THAT IT WILL BE SUITABLE FOR, ITS INTENDED USE.

13.3 NEITHER THE 9FIN SERVICE NOR THE DATA IS INTENDED, NOR SHALL IT BE CONSTRUED, TO CONSTITUTE AN OFFER OR SALE OF SECURITIES, INVESTMENT RESEARCH, ADVICE OR RECOMMENDATIONS, NOR IS IT ANY OTHER FINANCIAL, INVESTMENT, LEGAL, TAX OR ACCOUNTING ADVICE OR ANY OTHER ADVICE IN ANY JURISDICTION. THE CLIENT IS STRONGLY ADVISED TO SEEK INDEPENDENT LEGAL OR FINANCIAL ADVICE BEFORE MAKING ANY INVESTMENT DECISIONS AND IN PARTICULAR TO VERIFY WHETHER SUCH INVESTMENT DECISIONS MEET THE CLIENT’S PARTICULAR INVESTMENT OBJECTIVES AND FINANCIAL CAPACITIES. THE CLIENT SHOULD NOT MAKE ANY INVESTMENT DECISIONS SOLELY ON THE BASIS OF THE INFORMATION MADE AVAILABLE ON THE 9FIN SERVICE.

13.4 WITHOUT LIMITING THE EFFECT OF CLAUSE 13.1, 9FIN IS A NEWS PUBLISHER AND OBTAINS DATA AND INFORMATION FROM A WIDE VARIETY OF PUBLIC AND PRIVATE SOURCES. THE ACCURACY, TIMELINESS AND COMPLETENESS OF ANY DATA OR INFORMATION ACCESSED FROM THESE SOURCES CANNOT BE GUARANTEED NOR DOES 9FIN ACCEPT ANY RESPONSIBILITY FOR ERRORS APPEARING IN OR OMISSIONS FROM THE CONTENT. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS PROVIDED AS GENERAL INFORMATION ONLY AND THAT THE AVAILABILITY OF THE CONTENT THROUGH THE 9FIN SERVICE WILL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY OBLIGATION TO VERIFY THE CONTENT OR TO UPDATE THE CONTENT AT ANY TIME INCLUDING FOR CHANGES IN ANY DOCUMENTS OR INFORMATION ON WHICH THE CONTENT IS BASED. ANY OPINIONS, ESTIMATES AND PROBABILITIES PRESENTED IN THE CONTENT CONSTITUTE THE JUDGMENT OF THE AUTHOR AS OF THE DATE INDICATED AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. OTHER EVENTS WHICH WERE NOT TAKEN INTO ACCOUNT MAY OCCUR, AND ANY PROJECTIONS, OUTLOOKS OR ASSUMPTIONS SHOULD NOT BE CONSTRUED TO BE INDICATIVE OF THE ACTUAL EVENTS THAT WILL OCCUR.

13.5 EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT.

13.6 9FIN SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, FAILURES, OR NON-AVAILABILITY (WHETHER TEMPORARY OR PERMANENT) AFFECTING THE 9FIN SERVICE OR THE PERFORMANCE OF THE 9FIN SERVICE WHICH ARE CAUSED BY THIRD PARTY SERVICES (INCLUDING THIRD PARTY SITES AND THIRD PARTY DATA), ERRORS OR BUGS IN THIRD PARTY SOFTWARE, HARDWARE, OR THE INTERNET ON WHICH 9FIN RELIES TO PROVIDE THE 9FIN SERVICE, OR ANY CHANGES TO THE 9FIN SERVICE MADE BY OR ON BEHALF OF THE CLIENT, AND THE CLIENT ACKNOWLEDGES THAT 9FIN DOES NOT CONTROL SUCH THIRD PARTY SERVICES AND THAT SUCH ERRORS AND BUGS ARE INHERENT IN THE USE OF SUCH SOFTWARE, HARDWARE AND THE INTERNET.

13.7 9fin represents and warrants that:

(a) 9fin’s provision of the 9fin Service will comply with applicable laws and regulations; and

(b) It will not knowingly or wilfully introduce any Viruses into the information technology environment of Client.

14. LIABILITY; INDEMNITIES

14.1 NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE, FOR ANY LOSS ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT THAT FALLS INTO ANY OF THE FOLLOWING CATEGORIES: (A) LOSS (WHETHER DIRECT OR INDIRECT) OF PROFIT, GOODWILL, BUSINESS, BUSINESS OPPORTUNITY, REVENUE, TURNOVER OR REPUTATION; (B) LOSS (WHETHER DIRECT OR INDIRECT) OF ANTICIPATED SAVING OR WASTED EXPENDITURE; (C) LOSS OF OR DAMAGE TO DATA; (D) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR LOSS, COSTS OR EXPENSES; OR (E) ARISING OUT OF OR IN CONNECTION WITH THE ACCURACY, COMPLETENESS, TIMELINESS OR AVAILABILITY OF ANY THIRD PARTY DATA, WHETHER OR NOT SUCH LOSS WOULD OTHERWISE FALL WITHIN LIMBS (A) TO (D) ABOVE.

14.2 (a) Notwithstanding clause 14.1, 9fin shall indemnify Client from and against losses and expenses incurred by Client in a finally awarded judgment or final settlement of any third party claim or proceeding against Client that Client’s use of the 9fin Service, within the scope of the rights of use granted to Client under this Agreement, infringes the Intellectual Property Rights of a third party (“IPR Claims”);

(b) Client shall: (x) allow 9fin sole authority to control the defence and settlement of any IPR Claims; (y) at 9fin’s expense, provide 9fin with all reasonable cooperation in the defence of such IPR Claims; and (z) not settle or compromise any IPR Claims, or make any admission of liability, without the express prior written consent of 9fin;

(c) Notwithstanding this clause 14.2 or any provision of this Agreement to the contrary, 9fin shall have no liability whatsoever to Client in respect of any IPR Claims arising directly or indirectly as a result of: (i) Client exceeding the scope of any right, licence or consent to use 9fin’s Services under this Agreement; (ii) any breach of this Agreement; (iii) any modification of the 9fin Service, or data or information made available thereby, by any person other than 9fin or its expressly authorised agents.

14.3 NOTWITHSTANDING CLAUSES 5.5, 13.6, 14.1, AND 14.4, NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY (A) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (B) FOR FRAUD, GROSS NEGLIGENCE (EXCLUDING, FOR 9FIN ONLY, WITH RESPECT TO CONTENT OR DATA) OR WILFUL MISCONDUCT; (C) WHERE SUCH LIMITATION OR EXCLUSION WOULD CONTRAVENE APPLICABLE LAW; OR (D) TO THE EXTENT SUCH LIABILITY ARISES PURSUANT TO CLAUSE 14.2 (EXCLUDING WITH RESPECT TO THE PROVISION OF BETA SERVICES OR TRIAL SERVICES) OR 14.6.

14.4 SUBJECT TO CLAUSE 5.5 AND 14.3, 9FIN'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), RESTITUTION, BREACH OF STATUTORY DUTY, MISREPRESENTATION, OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE FEES PAID OR PAYABLE BY THE CLIENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

14.5 The Client’s use of the 9fin Service and any Data is at the Client’s sole risk, and the Client acknowledges that:

(a) The Client shall be solely responsible for, and 9fin shall have no liability in respect of, any use, reliance, opinions, recommendations, forecasts, other conclusions, or any actions taken by the Client (or by any Authorised User) or any third party based (wholly or in part, and directly or indirectly) on the 9fin Service, including the Data; and

(b) It is the Client’s responsibility to ensure it has appropriate insurance arrangements to address the risk of any loss arising from the use of the 9fin Service or the Data and agrees that the provisions of this clause 14.5 are reasonable in these circumstances.

14.6 The Client shall indemnify, hold harmless, and, at 9fin's election, defend 9fin and its Affiliates from and against any and all losses, damages, claims, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim relating to:

(a) Client's use of the 9fin Service or any Data in breach of this Agreement;

(b) any Content or Data shared, disseminated or distributed by the Client (or by any Authorised User or Unauthorised User) internally or externally, including without limitation pursuant to clause 8.4; or

(c) any reliance on, or action taken in reliance on, the 9fin Service or any Data by the Client, any Authorised User, Unauthorised User, or any third party, as contemplated by clause 14.5(a),

9fin shall (i) promptly notify the Client of any such claim; (ii) at the Client's expense, provide the Client with reasonable cooperation in the defence of such claim; and (iii) be entitled (but not obliged) to participate in the defence and any settlement discussions at its own cost, with counsel of its choosing. The Client shall not settle or compromise any such claim, or make any admission of liability on behalf of 9fin, without 9fin's prior written consent (such consent not to be unreasonably withheld).

15. SUSPENSION AND TERMINATION

15.1 Without prejudice to any other rights and remedies available to it, and without accruing any related liability, (i) 9fin may immediately suspend the Client’s right to use the 9fin Service without notice, and/or (ii) either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party if (provided that clauses 15.1(d) and 15.1(e) are rights only available to 9fin):

(a) the other party is in material breach of any applicable law or regulation in connection with its performance of, or the exercise of its rights under, this Agreement, and (where such breach is capable of remedy) the other party fails to remedy such breach within thirty (30) days after receiving written notice requiring it to do so;

(b) the other party is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice of the breach; for the avoidance of doubt, each of the parties acknowledges that any breach of clause 6.1 (other than clause 6.1(a)) or clause 8.5 will be deemed a material breach of the Agreement;

(c) the other party is unable to pay its debts or becomes insolvent (in each case, within the meaning of the Insolvency Act 1986 or the United States Bankruptcy Code, as applicable), or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or files or has filed against it any petition under the United States Bankruptcy Code (including under Chapters 7, 11 or 15), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction;

(d) the Client infringes 9fin's Intellectual Property Rights; or

(e) the Client fails to pay any sum due to 9fin by the Due Date.

15.2 On termination of the Agreement for any reason:

(a) all rights and licences granted to Client under this Agreement shall immediately terminate and the Client's and any Authorised Users’ right to access and use the 9fin Service and the Data will immediately end; and

(b) upon written request, each party shall destroy and make no further use of any Confidential Information belonging to the other party, as well as any Content, data or information made available to Client by 9fin as part of the 9fin Service; provided that each party may retain documents and materials containing Confidential Information to the extent required by law, regulation, any court of competent jurisdiction, any relevant regulatory or administrative body, bona fide internal compliance procedures, or its automatic computer archiving and back-up procedures. Notwithstanding the foregoing, Client may retain any Content delivered to the Client via e-mail through the 9fin Service for internal use only.

15.3 In the event of termination by Client in accordance clause 15.1, 9fin shall reimburse Client for any Fees paid for the 9fin Service for the period that is subsequent to the termination date on a pro rata basis.

15.4 Termination of the Agreement shall not affect any rights or remedies of the parties, regardless of the reason, that have accrued up to the date of termination.

15.5 Without prejudice to the generality of the foregoing, the following provisions shall survive expiry or termination of this Agreement: clauses 2 (Definitions), 5.5 (Beta and Trial Services), 8 (Intellectual Property), 9 (Confidential Information), 10 (Data Protection), 11 (Fees and Payment), 13 (Warranties), 14 (Liability and Indemnities), 15 (Suspension and Termination), and 16.10 (Law and jurisdiction); together with any other provision that expressly or by implication is intended to survive.

16. GENERAL

16.1 Written communications. Each party agrees to electronic means of communication and acknowledges that all contracts, notices, information and other communications that such party receives from the other party electronically shall be deemed to comply with any legal requirement that such communications be in writing.

16.2 Notices

(a) All notices given by the Client to 9fin must be sent via e-mail to: legalnotices@9fin.com.

(b) 9fin may provide notice to the Client via the Legal Notices e-mail address provided by the Client in the Order Form.

(c) Any notice sent in compliance with clauses 16.2(a) or 16.2(b) will be deemed received and properly served immediately after an e-mail is sent where there is no immediate message failure report. In proving the service of any notice, it will be sufficient to prove that the applicable e-mail was sent to the specified e-mail address pursuant to clauses 16.2(a) or 16.2(b), as applicable.

16.3 Sanctions. In providing the 9fin Service each party acknowledges that the 9fin Service, including the technology underpinning it, may be subject to export control and sanction legislation in the European Union, the United Kingdom, the United States of America or any other legislation as may apply to the provision of the 9fin Service (the “Sanctions Laws”). Accordingly, each party represents and warrants that it, its Affiliates, directors, officers, employees, and agents are not in contravention of any Sanctions Laws. Each party further represents that it will not, directly or indirectly, use, lend, contribute, or otherwise make available any funds, goods, or services to any person or entity where doing so would be seen to be in breach of any applicable Sanctions Laws. Each party agrees to comply with all Sanctions Laws during the term of this Agreement and acknowledges that any breach of this representation may result in immediate termination of the Agreement by the other party, without liability and with immediate effect.

16.4 Transfer of any rights and obligations. Neither party may transfer, assign, charge or otherwise deal in the Agreement, or any of its rights or obligations arising under the Agreement, without the other party's prior written consent; except that either party may assign its rights and obligations under this Agreement, without the other party's consent, to:

(a) an Affiliate as part of a bona fide intra-group reorganisation; or

(b) a purchaser of its business entity, or substantially all of its assets or business to which rights and obligations pertain,
in each case provided that:

(i) the assignee (or, in the case of a change of control, the party undergoing the change of control) is not insolvent or otherwise unable to pay its debts as they become due;

(ii) solely with respect to the Client, the assignee, the purchaser of Client, the person acquiring control of the Client, or any of their respective parent companies, Affiliates or subsidiaries, is not a competitor of 9fin (as determined in the sole discretion of 9fin);

(iii) solely with respect to the Client, the assignee, the purchaser of Client, or the person acquiring control of the Client (and any of their respective parent companies, Affiliates or subsidiaries) satisfies 9fin's internal screening processes in respect of Sanctions Laws, failing which 9fin may terminate this Agreement with immediate effect on written notice and shall be under no obligation to refund any Fees paid; and

(iv) the assignee (or, in the case of a change of control, the Client) agrees in writing to be bound by the terms of this Agreement; provided that, in the case of any assignment or change of control affecting the Client, the Client shall give 9fin prompt written notice of the same.
Any change of control of the Client shall be deemed to be an assignment for the purposes of this clause 16.4, and shall be subject to the conditions in (i) to (iv) above. For the purposes of this clause, "change of control" means any transaction or series of transactions that results in a change in the person or persons who, directly or indirectly, control more than 50% of the voting rights or economic interests in the Client.

Other than the foregoing, any attempt by either party to transfer its rights or obligations under this Agreement, or any change of control of the Client in breach of this clause 16.4, will be void.

16.5 Events outside a party's control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement to the extent arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, governmental act, war, fire, flood, explosion, or civil commotion.

16.6 Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

16.7 Severability. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced. Furthermore, it is understood by the parties hereto that any provision that is deemed invalid will be replaced by a valid provision which accomplishes, as far as legally possible, the economic effects of the invalid provision.

16.8 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter, including for the avoidance of doubt any terms that Authorised Users accepted as part of accessing or using the 9fin Service prior to the date of this Agreement.

16.9 Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication, including, without limitation, electronic transmission), each of which shall be an original and all of which together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by e-mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

16.10 Law and jurisdiction. This Agreement is governed by, and construed in accordance with, the laws set out below by reference to the 9fin contracting entity identified in the applicable Order Form. Each party submits to the exclusive jurisdiction of the courts specified below for any legal suit, action, proceeding or dispute arising out of or in connection with this Agreement (including non-contractual disputes):

Each party hereby (i) waives any objection to such courts on grounds of inconvenient forum or personal jurisdiction and (ii) waives, to the extent permitted by applicable law, any objection to the enforcement in the United Kingdom of any judgment of those courts.

16.11 Third party rights. This Agreement does not confer any right or remedy on any person other than the parties and their respective successors and permitted assigns. A person who is not a party may not enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or any other law or regulation.