Private 9fin Terms

1. INTRODUCTION

1.1 If you ("Client" or "you") have entered into an Order Form with 9fin that includes a subscription for the Private 9fin Service, your access to and use of the Private 9fin Service (as defined below) is governed by these Private 9fin Service Terms ("Private 9fin Terms"), which apply in addition to the 9fin Terms of Service (the "Master Terms") and the Order Form, and are incorporated into the Agreement by and between the Client and 9fin.

1.2 Capitalised terms used herein without definition shall have the meanings given to them in the Master Terms or the Order Form, as applicable. These Private 9fin Terms, together with the Master Terms and the Order Form, supersede all prior agreements, arrangements and understandings relating to the same, including any trial or closed beta annexes.

2. INTERPRETATION

2.1 In addition to the defined terms in the Master Terms, the following capitalised terms shall have the meanings given below solely for the purposes of these Private 9fin Terms:

"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 Private 9fin Service, but excludes: (i) Relevant Personal Data; (ii) Client Usage Data; (iii) Earnings Call Recordings; and (iv) Transcripts;

"Data Room" means any virtual data room or similar online repository to which the Client grants 9fin access for the purposes of the Private 9fin Service;

"Data Room Access" has the meaning given in clause 6.1(a);

"Documentation" means 9fin’s applicable user documentation for the Private 9fin Service, as made available to the Client from time to time;

"Downtime" means the loss of a material function of the Private 9fin Service which loss was caused solely by a failure of 9fin’s computer or server equipment used to provide the Private 9fin Service, excluding any inability to access the Private 9fin Service as a result of: (i) the failure of third-party connections, services or utilities, including computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within 9fin’s reasonable control; (ii) the failure of any Data Room platform or other third-party service provider; (iii) scheduled maintenance; or (iv) any Force Majeure Event (as defined in the Master Terms);

"Earnings Call" means any earnings call or investor call attended by 9fin on the Client’s behalf in connection with the Private 9fin Service;

"Earnings Call Recording" means any recording of an Earnings Call made by 9fin on the Client’s behalf;

"Period 1" means the first period of the Subscription Term, as set out in the Order Form;

"Period 1 Start Date" means the start date of Period 1, as set out in the Order Form;

"Private 9fin Service" means 9fin’s private market intelligence platform, that 9fin makes available as a service;

"Subscription Term" has the same meaning as “Term” in the Master Terms, solely with respect to the Private 9fin Service;

"Transcript" means a written transcription of an Earnings Call Recording generated by or on behalf of 9fin; and

"VDR Documents" means all documents, files, data and other information that originate from Data Rooms and that, as part of the Private 9fin Service, 9fin retrieves and stores on behalf of and at the request of Client.

3. DURATION

3.1 The Private 9fin Terms will commence on the Period 1 Start Date and continue for the Subscription Term.

4. ACCESS TO THE PRIVATE 9FIN SERVICE

4.1 Subject to the Client’s compliance with the terms and conditions of the Agreement (including these Private 9fin Terms), 9fin hereby grants to the Client a non-exclusive, non-transferable, personal and non-sublicensable right, during the Subscription Term, for its Authorised Users to access and use the Private 9fin Service in accordance with the applicable Service Package.

4.2 The Private 9fin Service will perform materially in accordance with the applicable Documentation. 9fin will not materially decrease the overall security or functionality of the Private 9fin Service without providing the Client with advance written notice of such change. Notwithstanding anything to the contrary, 9fin and its licensors own and reserve all right, title and interest in and to all Documentation.

4.3 The Client is solely responsible for:

(a) determining and implementing any private-side information barrier or wall-crossing policy applicable to its Authorised Users in connection with their access to the Private 9fin Service; and

(b) ensuring that the grant of Data Room access to 9fin, and the use of VDR Documents by Authorised Users, complies at all times with applicable laws and regulations, including any market abuse, insider trading or information barrier requirements.

5. APPOINTMENT AS LIMITED AGENT

5.1 The Client hereby appoints 9fin to act as its limited agent and representative solely for the purposes of providing the Private 9fin Service, including:

(a) accessing Data Rooms on the Client’s behalf;

(b) downloading VDR Documents from Data Rooms;

(d) generating Transcripts of Earnings Call Recordings.

For the avoidance of doubt, the agency created by this clause 5.1 is limited solely to the actions described above and does not confer on 9fin any general authority to act on behalf of the Client.

5.2 The Client represents and warrants to 9fin, as at the date of the Agreement and on a continuing basis throughout the Subscription Term, that:

(a) the Client is authorised to access each Data Room in respect of which it grants 9fin access and is entitled to appoint 9fin as its agent to access the same;

(b) the Client has obtained all required licences, permissions and consents from data room administrators, issuers and any other relevant third parties that are necessary or desirable for 9fin to: (i) access the Data Rooms; (ii) download and use the VDR Documents; and (iii) attend and record Earnings Calls, in each case to provide the Private 9fin Service and perform its obligations under the Agreement;

(c) neither the granting of such access nor 9fin’s use of VDR Documents in accordance with these Private 9fin Terms will breach any applicable law or regulation, any third-party agreement, or any confidentiality, non-use or non-disclosure obligation to which the Client or any Authorised User is subject; and

(d) the Client and all Authorised Users will comply at all times with all confidentiality, non-use and non-disclosure obligations that apply to VDR Documents.

5.3 The Client acknowledges and agrees that 9fin may use third-party tools or services to process and extract text and data from Client Data and VDR Documents for the sole purpose of providing the Private 9fin Service. 9fin shall ensure that any such third-party tools are subject to confidentiality obligations no less protective than those set out in the Master Terms.

5.4 If Client or any Authorised User becomes aware that it has received any VDR Documents or other information to which it is not entitled, the Client and/or such Authorised User (as applicable) shall immediately notify 9fin and shall promptly and securely destroy such VDR Documents or information and all copies thereof in its possession or control.

6. CLIENT OBLIGATIONS

6.1 In order to receive the Private 9fin Service, the Client must:

(a) grant 9fin Data Room access (the “Data Room Access”); and

(b) provide 9fin with the name and contact details of: (i) an operational point of contact responsible for day-to-day matters relating to the Private 9fin Service; and (ii) a compliance point of contact responsible for matters relating to information barriers, wall-crossing and regulatory compliance in connection with the Private 9fin Service.

6.2 The Client shall ensure that:

(a) each Data Room is made available to 9fin in accordance with the applicable terms and conditions governing access to such Data Room; and

(b) 9fin’s access to Data Rooms and use of VDR Documents complies at all times with the terms of any non-disclosure agreement or other confidentiality undertaking entered into by the Client in connection with such Data Room.

6.3 The Client shall provide 9fin with all information and cooperation reasonably required to provide the Private 9fin Service, including promptly notifying 9fin of any changes to Data Room access credentials or the withdrawal of access to any Data Room.

7. INTELLECTUAL PROPERTY AND CLIENT DATA

7.1 9fin is the owner or licensee of all Intellectual Property Rights in the Private 9fin Service (including the platform, technology, proprietary transcription tools and any other software or systems used to deliver the service). 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 licenses in respect of the Private 9fin Service.

7.2 All Intellectual Property Rights in Earnings Call Recordings and Transcripts generated by 9fin are and shall remain owned by 9fin. 9fin hereby grants to the Client a non-exclusive, non-transferable, revocable licence to access and use Earnings Call Recordings and Transcripts solely for the Client's internal purposes during the Subscription Term. For the avoidance of doubt, Earnings Call Recordings and Transcripts do not constitute Client Data and 9fin shall have no obligation to delete them upon termination of this Agreement pursuant to clause 11.3.

8. SERVICE AVAILABILITY; DOWNTIME

8.1 9fin will use commercially reasonable endeavours to maintain the availability of the Private 9fin Service and to restore access to the Private 9fin Service after any interruption caused by Downtime. 9fin will not be liable for any unavailability of the Private 9fin Service as a result of:

(a) any maintenance outages, whether planned or unscheduled;

(b) outages beyond 9fin’s reasonable control, including any Force Majeure Event;

(d) Client’s failure to maintain the Data Room Access.

8.2 Where possible, 9fin will notify the Client in advance of any Downtime that may render the Private 9fin Service materially unavailable.

8.3 The Client acknowledges and agrees that the availability of the Private 9fin Service is, in part, dependent on:

(a) the Client maintaining the Data Room Access;

(b) the availability of Data Room platforms and other third-party systems not within 9fin’s control; and

8.4 9fin shall have no obligation to access any Data Room, download any VDR Documents, attend any Earnings Call or produce any Earnings Call Recording or Transcript where 9fin determines, in its reasonable discretion, that doing so would or may:

(a) breach the terms of any non-disclosure agreement, confidentiality undertaking or other restriction governing access to the relevant Data Room or Earnings Call;

(b) violate any applicable law or regulation, including any market abuse, insider trading or data protection requirements; or

Any failure or refusal by 9fin to perform any of the acts described above in the circumstances set out in this clause 8.4 shall not constitute a breach of this Agreement, a failure of the Private 9fin Service, or grounds for any claim by the Client for service credits, compensation or termination.

9. DISCLAIMERS

9.1 9fin is solely providing the Private 9fin Service to facilitate the Client’s access to financial and business information contained in VDR Documents and Earnings Call Recordings to which the Client is permitted access. 9fin is not itself supplying any confidential information or financial information regarding any transactions.

9.2 The Client understands and agrees that: (i) 9fin makes no representations or warranties about the accuracy, completeness, or timeliness of any VDR Documents, Earnings Call Recordings, Transcripts or other content made available through the Private 9fin Service; and (ii) 9fin has no liability in any way for or associated with the content (or lack thereof) of any VDR Documents, Client Data or other third-party information used or provided in connection with the Private 9fin Service.

10. INDEMNIFICATION

10.1 Without limiting the indemnities in the Master Terms, the Client shall defend, indemnify and hold harmless 9fin and 9fin’s Affiliates, officers, employees and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) that arise from or relate to 9fin’s access to and use of Data Rooms, VDR Documents and Client Data in connection with providing the Private 9fin Service to the Client in accordance with the Agreement, including in particular any losses arising from:

(a) any claim by a third party (including any data room administrator or issuer) arising from 9fin’s access to any Data Room or use of any VDR Document in accordance with these Private 9fin Terms, where such claim arises as a result of the Client’s failure to obtain the necessary licences, permissions or consents; and

(b) any claim arising from the Client’s failure to comply with applicable laws or regulations in connection with the Private 9fin Service, including any market abuse, insider trading laws or information barrier requirements.

10.2 9fin shall indemnify the Client against any finally awarded damages in any third-party claim or proceeding against the Client arising from any allegation that the Private 9fin Service (excluding any Client Data or VDR Documents) infringes the Intellectual Property Rights of any third party, which shall be subject to and governed by the IP indemnity provisions of the Master Terms, applied mutatis mutandis to the Private 9fin Service.

10.3 Subject to the Master Terms, 9fin’s total liability arising under or in connection with these Private 9fin Terms shall be subject to the liability cap set out in clause 14.4 of the Master Terms.

11. DATA EXPORT AND DELETION

11.1 During the Subscription Term, the Client may export its Client Data as permitted by the functionalities available within the Private 9fin Service.

11.2 Within thirty (30) days, following expiry or termination of the Client’s subscription to the Private 9fin Service (the “Retrieval Period”), 9fin will, upon the Client’s written request, provide reasonable assistance to the Client in retrieving its Client Data.

11.3 Following the expiry of the Retrieval Period, 9fin shall have no obligation to maintain the Client’s Client Data and may delete the same without liability to the Client, provided that:

(a) nothing in this clause 11.3 shall require 9fin to delete any Client Data that 9fin is required to retain by applicable law, regulation or any court or regulatory body;

(b) where any VDR Documents are held by 9fin on behalf of one or more other clients who have independent authorised access to the same Data Room, 9fin's obligation on termination shall be limited to revoking the terminating Client's access to such VDR Documents; and

(c) for the avoidance of doubt, 9fin shall have no obligation to delete Earnings Call Recordings or Transcripts on termination, which shall remain 9fin's proprietary content in accordance with clause 7.2.

12. DATA PROTECTION

12.1 9fin shall process Client Personal Data as Processor on behalf of the Client in accordance with the Data Processing Agreement to be entered into on or before the commencement of the Private 9fin Service, which is incorporated into this Addendum by reference. Clause 10.2 of the Master Terms shall not apply to Client Personal Data processed under this Addendum.

12.2 In the event of conflict between the Data Processing Agreement and clause 10 of the Master Terms, the Data Processing Agreement shall prevail.

13. SUSPENSION AND TERMINATION

13.1 In the event of expiry or termination of the Agreement or the Client’s subscription to the Private 9fin Service for any reason:

(a) the Client’s and each Authorised User’s right to access and use the Private 9fin Service shall immediately terminate;

(b) the Client’s rights in relation to data export and retrieval shall be as set out in clause 11; and

(c) the obligations in clauses 2, 7, 9, 10, 11, 12 and this clause 13 shall survive termination or expiry of the Agreement.

14. GENERAL

14.1 In the event of any conflict or inconsistency between these Private 9fin Terms and the Master Terms, these Private 9fin Terms shall prevail to the extent of such conflict or inconsistency, but solely with respect to the Private 9fin Service.