SCHEDULE 2: LICENCE TERMS AND CONDITIONS

These licence terms and conditions (the Terms), together with the Contract Details, constitute the agreement between the Licensor and the Client (the Agreement) for the Licensed Data.

1. INTERPRETATION
   1. The following definitions apply in this Agreement:

      Authorised Users: as specified in Schedule 1.

      Client: the client specified in the Contract Details.

      Fee: the fee payable by the Client for the Licensed Data as specified in Schedule 1.

      Internal Purposes: means (a) invoicing and letters of credit provided always that such use goes no further than is strictly necessary for the purposes of invoicing or letters of credit; (b) reports and accounts, internal presentations and analyses; and (c) integration into internal services to support the Client’s business operations, provided that the Licensor’s prior written permission will be required if any disclosure of the Licensed Data (or any part thereof) to a third party to enable such integration or use is required, provided that in each such case the Licensor is credited as the source where reasonably practicable.

      Licence: the licence of the Licensed Data under this Agreement.

      Licensor: the licensor company specified in the Contract Details.

      Licensed Data: the data, related materials and add-on products as specified in Schedule 1 and such other additional or replacement reports, data, materials and add-on products as the Licensor provides to the Client from time to time and licensed in accordance with this Agreement.

   2. Any other terms capitalised but not defined herein shall have the meaning attributed in the Contract Details.
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2. GRANT
   1. The Licensor hereby grants to the Client a nonexclusive, non-assignable, revocable licence to use the Licensed Data for Internal Purposes only in accordance with this Agreement. The Licensor (or its licensors) shall at all times retain all rights, title and interest in the Licensed Data (including but not limited to all copyright and trade mark rights).
   2. The Client is permitted to make the Licensed Data available to its Authorised Users on a need-toknow basis and for Internal Purposes only
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3. LICENCE RESTRICTIONS
   1. The Client and its Authorised Users shall use the Licensed Data only in the form supplied by the Licensor and shall not distort, adapt, amend or otherwise alter the Licensed Data in any respect.
   2. Neither the Client nor any Authorised User shall use, reproduce, modify, transfer, exploit, distribute any Licensed Data for any commercial purposes, whether direct or indirect, or in any manner that competes or is likely to compete with the Licensor’s business (including, without limitation, by making the Licensed Data available to anyone other than an Authorised User).
   3. Neither the Client nor any Authorised User shall not do or permit to be done any act that will or may weaken, damage or be detrimental to the Licensed Data or the reputation or goodwill associated with the Licensed Data or the Licensor, or that may invalidate or jeopardise any registration of the Licensed Data.
   4. The Client shall not grant any sub-licence of, or transfer or otherwise dispose of its rights to use the Licensed Data.
   5. If the Licensor has integrated any part of the Licensed Data into a third party system, this Agreement does not imply that the Client or any Authorised Users shall have access to the Licensed Data via that third party system.
   6. The Client shall notify the Licensor as soon as practicable if it becomes aware of:
      1. any unauthorised use of the Licensed Data;
      2. any actual, suspected or threatened infringement of the Licensed Data; or
      3. any claim made or threatened that use of the Licensed Data infringes the rights of any third party.
   7. The Client warrants not to use the Licensed Data to train Artificial Intelligence models nor may it enter any Licensed Data into an external Artificial Intelligence tool. The Client warrants that it shall not resell or relicense, share in any way (for the avoidance of doubt inputting into or sharing in any way with an Artificial Intelligence tool) or reverse engineer the Licensed Data, or develop or attempt to develop any competing products or services. The Client agrees not to use the 9 Extel – Sell Side Reports Licence Agreement V10 Licensed Data for any purpose that is unlawful or prohibited by this Agreement. In this clause 4.7, “Artificial Intelligence” means any and all machine learning, deep learning and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks and other artificial intelligence tools or methodologies, all software implementations of the foregoing and related hardware or equipment.
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4. AUTHORISED USERS
   1. The Licensor shall provide each Authorised User with a unique username and password to access the Licenced Data or shall otherwise enable the Authorised Users to access the Licenced Data.
   2. The Client shall ensure that each Authorised User is aware of and complies with these Terms.
   3. Authorised Users may not share their password or give access to the Licenced Data with any other person. The Licensor may cancel or suspend any Authorised User’s access to the Licenced Data without any further obligation to the Client if that Authorised User shares his or her password.
   4. Whenever an individual who is an Authorised User leaves the Client’s employment, the Client shall promptly inform the Licensor so that the Licensor can disable the login access of such individual.
   5. If the Client wishes additional or substitute Authorised Users to have access to the Licenced Data, the Client shall provide the Licensor with:
      1. the names and business email addresses of such additional or substitute Authorised Users; and
      2. the details of any Authorised Users whose access to the Licenced Data is to be terminated;
      And the Client shall pay any applicable additional fee in respect of any additional Authorised Users. No additional fee is payable for substitute Authorised Users.
   6. It is anticipated that Authorised Users (or the Client on behalf of its Authorised Users) shall be sharing their personal data with the Licensor in the form of names, work email addresses, login details and passwords, which the Licensor shall hold for the purposes of providing access to the Licenced Data. All information obtained by the Licensor in connection with this Agreement, including information about Authorised Users, shall be used in accordance with the Licensor’s privacy policy.
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5. FEES
   1. Unless specified otherwise in the Contract Details, the Licensor’s invoice(s) for the Fee shall be payable by the Client in full within 30 days from the date of the invoice.
   2. The Fee is stated exclusive of VAT (or similar tax) and shall be paid free and clear of all deductions and withholdings unless required by law.
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6. DURATION AND TERMINATION
   1. The Licence shall start on the Commencement Date and shall continue for the Term specified in the Contract Details, unless terminated earlier in accordance with this clause 6.
   2. Without affecting any other right or remedy available to it, the Licensor may terminate this Agreement with immediate effect by giving written notice to the Client if:
      1. the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the Client commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;
      3. the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent restructuring of the Client;
      5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Client;
      6. any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 6.2.3 to 6.2.5 (inclusive); or
      7. the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
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7. CONSEQUENCES OF TERMINATION
   1. Upon termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:
      1. all outstanding amounts payable by the Client to the Licensor shall immediately become due and payable;
      2. the Licence shall cease;
      3. the Client shall cease all use of the Licensed Data with immediate effect; and
      4. the Client shall delete all Licensed Data stored in its possession or under its control unless otherwise agreed with the Licensor in writing or unless retention is required by law or for regulatory purposes, in which case the Client shall retain the Licensed Data to the extent required under such law or regulation and shall not use the Licensed Data for commercial purposes.
   2. Any provision of this Agreement that expressly or by implication is intended to continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
   3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach which existed before the date of termination or expiry.
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8. LIABILITY AND INDEMNITIES
   1. Nothing in this Agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
   2. The Licensor’s total liability to the Client under this Agreement shall not exceed the total amount of Fees paid under this Agreement.
   3. ENeither party shall be liable under this Agreement for any indirect or consequential loss.
   4. The Client shall indemnify the Licensor against all liabilities, costs, claims, expenses, damages and losses incurred or paid by the Licensor as a result of the Client's breach of its obligations under this Agreement.
   5. The Client agrees that its use of the Licenced Data is at its sole risk and acknowledges that the Licenced Data is provided “as is” and “as available”. The Licensor makes no representations or warranties and, to the extent allowed by law, excludes all implied warranties (including, but not limited to, warranties of satisfactory quality, title and fitness for a particular purpose) regarding (i) the accuracy, availability, reliability or completeness of the Licensed Data; (ii) the results obtained from accessing and using any Licensed Data; or (iii) that the provision of the Licensed Data shall be uninterrupted or error-free.
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9. PUBLICITY

   Licensor has the right to use the Client’s name and/or company logo in any of its publicity releases, interviews, promotional or marketing materials, announcements, customer listing or advertising, in each case for the sole purpose of identifying the Client as a client of the Licensor.

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10. FORCE MAJEURE

    The Licensor shall not be in breach of this Agreement or be otherwise liable if it is prevented, hindered or delayed in providing the Licenced Data or from performing any of its obligations under this Agreement if the delay or failure was due to any cause beyond its reasonable control. In such 11 Extel – Sell Side Reports Licence Agreement V10 circumstances, the Licensor may suspend Authorised Users’ access to the Licenced Data.

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11. RIGHT TO AUDIT

    If, in the Licensor’s reasonable opinion, the Client is in breach of its obligations under this Agreement, the Client agrees that the Licensor and/or its authorised representatives may, during reasonable hours and on reasonable notice, attend the Client’s premises to audit the systems on which the Licensed Data are stored. Any failure of the Licensor to conduct audits shall in no way be deemed to relieve the Client of any of its obligations under this Agreement.

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12. WAIVER

    No failure or delay by a party to exercise any right or remedy provided under this 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.

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13. 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.

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14. VARIATION

    No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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15. COUNTERPARTS
    1. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
    2. No counterpart shall be effective until each party has executed at least one counterpart.
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16. THIRD PARTY RIGHTS

    No one other than a party to this Agreement, its successors and permitted assignees, shall have any right to enforce any of its terms.

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17. ASSIGNMENT

    The Licensor may assign or transfer any of its rights or obligations under this Agreement to any company within the Licensor group or to any purchaser of the business and and/or assets of any such group company.

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18. GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement shall be governed by and construed in accordance with the laws of New York and the courts of New York shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.

    Last Updated: March 2025

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