AlphaSense Third Party Data Vendor Terms

AlphaSense Expert Insights, Inc.:

The following terms and conditions apply to the database of transcripts and/or audio recordings (including the Expert Transcript Library or any successor products thereto), webpages, information, files, products and services (the “Materials” and the provision of such Materials hereinafter referred to as the “Services”) provided by AlphaSense Expert Insights, Inc. (hereinafter referred to as “AEI”), as such Materials are incorporated as an integral part of the AlphaSense service for use by AlphaSense users (each a “User”):

1. General Use. By using the Site or setting up an account, each User agrees:

1. that User will not use an account that is created by another user;
2. that User will supply only complete and accurate information in registering for an account;
3. that User is responsible for the activity that occurs on and through User’s account and will keep the account password secure at all times, that AEI will not be liable for User’s losses caused by any unauthorized use of User’s account; and
4. that if User’s account has been compromised for any reason, User will immediately notify AEI of the security breach or unauthorized use of such account.

2. Compliance with Law. User understands and agrees that AEI, directly or indirectly, makes the Materials available to each User and that by making the Materials available to the User, neither AEI nor any other party making such Materials accessible to User, including but not limited to AlphaSense, is making any representations regarding the legality of User’s use of the Materials. User agrees that it uses the Services and the Materials solely at its own risk and that it is its own obligation and duty to ensure that its contemplated and actual use of the Services and Materials are and will remain compliant with all applicable laws and regulations, including securities laws. User represents that they are familiar with all relevant laws and regulations applicable to such use and that their access to and use of the Materials is legally compliant in all respects.

3. Ownership. The Materials, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services may violate such laws and any agreements entered into between User, AEI, AlphaSense, or any other third party, including these Terms of Use. AEI does not grant any express or implied rights to use the Materials and Services except to the extent provided hereunder or otherwise agreed to between User and AlphaSense. User agrees not to copy, share, distribute, republish, frame, download, transmit, modify, assign, or create derivative works of the Materials, except as otherwise expressly authorized. User understands and agrees that the copyrights in the transcripts and recordings remain the property of AEI.

4. Warranties. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN USER AND AEI, THE SERVICES, AND ALL MATERIALS ACCESSIBLE THROUGH IT ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER AEI NOR ALPHASENSE MAKE ANY WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET USER’S REQUIREMENTS; (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, UPDATED OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (IV) ANY ERRORS IN THE SERVICES OR MATERIALS, OR ANY DEFECTS IN THE SITE, ITS SERVICES OR MATERIALS, WILL BE CORRECTED. USER’S USE OF THE SERVICES AND THE MATERIALS IS DONE AT USER’S OWN DISCRETION AND RISK. USER WILL BE SOLELY RESPONSIBLE FOR THE OUTCOME OF ANY RELIANCE UPON OR USE OF THE SERVICES OR MATERIALS. WITHOUT LIMITING THE FOREGOING, NEITHER AEI NOR ALPHASENSE ASSUMES ANY LIABILITY FOR ANY INFORMATION PRESENTED IN THE MATERIALS.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL AEI, ALPHASENSE, OR ITS OR THEIR MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR ATTORNEYS BE LIABLE TO USER OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR UNDER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM USER’S USE OF THE SITE OR ANY OF THE MATERIALS OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES, EVEN IF ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AEI’S AND ALPHASENSE’S LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT ACTUALLY PAID, IF ANY, BY USER TO AEI AND ALPHASENSE DURING THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.

6. Indemnity. The User agrees to indemnify and hold AEI, and its parent, subsidiaries, affiliates, officers, directors, shareholders, members, agents, attorneys, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) User’s use of the Site or any of the Materials or Services available on or through the Site, (b) User’s violation of these Terms of Use or any representations the User makes in this agreement, (c) User’s violation of any rights of another person or entity, or (d) User’s violation of any applicable law, rule or regulation.

AcquireMedia:

The following terms and conditions apply to the database of news releases and other related data provided by Acquire Media (hereinafter referred to as “Acquire Media”), as such database is incorporated as an integral part of the AlphaSense service for use by AlphaSense licensees (each an “End-User”):

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR VIEWING THIS CONTENT. By using or viewing this content, you signify your assent to these terms of use. If you do not agree to these terms of use, do not use or view this content.

1. Ownership. End-User agrees that Acquire Media Ventures Inc. (“Acquire Media”) and its media providers retain all proprietary right, title or interest, including copyright, in the stories, articles or other material, including but not limited to text, images, and other multimedia data, that Acquire Media provides as part of Licensee’s Services (the “Content”).
2. Restrictions on Use. End-User agrees that it will not copy nor license, sell, transfer, make available or otherwise distribute the Content to any entity or person (other than limited portions on an occasional basis in the normal course of business in communications with other employees and/or securities professionals). End-User shall use its best efforts to stop any such copying or distribution immediately after such use becomes known. The license granted hereunder is limited to display and retrieval of news stories on End-User’s desktop or mobile devices. By way of illustration and not limitation, the license shall not cover systems or applications that enable any program (including without limitation algorithmic trading programs), data mining, text mining, or trend analysis function, that integrate news with customer relationship management, order management, trading, or portfolio management tools or systems, or mid- or back-office applications, and End-User shall have no right to distribute the licensed Content via email, instant messaging (other than limited portions on an occasional basis in the normal course of business in communications with other employees and/or securities professionals), a customer Intranet, personal digital assistants, wireless application protocol, or short message service or radio system.
3. No Warranty. The Content is provided “as is.” ACQUIRE MEDIA AND ITS MEDIA PROVIDERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, THE CONTENT AND ALL PERFORMANCE HEREUNDER. Acquire Media and its media providers make no warranties regarding the completeness, accuracy or availability of the Content.
4. Limitation of Liability. In no event shall Acquire Media or its media providers be liable to End-User or any other person or entity for any direct, indirect, special, exemplary or consequential damages, including lost profits, arising under this Agreement or from performance thereunder based in contract, negligence, strict liability or otherwise, whether or not they or it had any knowledge, actual or constructive, that such damages might be incurred.
5. Indemnification. End-User shall indemnify and hold harmless Acquire Media and its media providers against any claim, damages, loss, liability or expense, including attorneys’ fees, arising out of End-User’s use of the Content in any way contrary to this Agreement.
6. Beneficiaries of this Agreement. The rights and limitations in this Acquire Media End-User Agreement are for the benefit of Acquire Media and its media providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.

Bank of America:

CERTAIN CONTENT AND DATA PROVIDED ON THE PLATFORM AND THROUGH THE SERVICES IS PROVIDED BY BOFA SECURITIES, INC. (“BOFAS”) AND IS USED WITH PERMISSION (“BOFAS CONTENT”). BOFAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE BOFAS CONTENT, ANY INFORMATION OR DATA CONTAINED THEREIN OR ANY ANALYSIS THEREFROM, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE BOFAS CONTENT OR THE INVESTMENT RESULTS TO BE OBTAINED BY ANY PARTY USING THE BOFAS CONTENT. ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE BOFAS CONTENT IS PROVIDED “AS IS” AND YOU EXPRESSLY AGREE THAT USE OF THE FOREGOING IS AT YOUR SOLE RISK AND SUBJECT TO ANY DISCLAIMERS AND DISCLOSURES INCLUDED WITH THE BOFAS CONTENT. IF YOU USE LESS THAN THE ENTIRE ITEM OF ANY BOFAS CONTENT WHETHER YOU DOWNLOAD OR REVIEW THEM (FOR INSTANCE, LESS THAN AN ENTIRE RESEARCH REPORT), YOU ACKNOWLEDGE THAT THIS DISCLAIMER APPLIES TO THAT USE, AND FURTHER, YOU ACKNOWLEDGE THAT ITEMS OF BOFAS CONTENT ARE INTENDED TO BE READ IN THEIR ENTIRETY AND THAT USING LESS THAN AN ENTIRE ITEM OF ANY BOFAS CONTENT MAY DISTORT OR MATERIALLY AFFECT ITS INTENDED MEANING. MOREOVER, DEPENDING ON WHAT BOFAS CONTENT YOU USE, THE BOFAS CONTENT MAY BE OUT OF DATE AND NOT REPRESENTATIVE OF CURRENT MARKET CONDITIONS.

BOFAS DOES NOT WARRANT THAT THE TRANSMISSION OF THE BOFAS CONTENT WILL BE UNINTERRUPTED, UNDELAYED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE BOFAS CONTENT OR FROM INVESTMENT IN ANY OF THE SECURITIES (OR ANY COMBINATION THEREOF) REFERRED TO IN THE BOFAS CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOFAS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY INACCURACIES, DELAYS OR INCONSISTENCIES IN THE BOFAS CONTENT, METADATA, THIRD-PARTY DATA OR USAGE DATA, OR FOR ANY RELIANCE THEREON BY YOU OR ANY PARTY WHO OBTAINS BOFAS CONTENT FROM ANY SOURCE. BOFAS DOES NOT SPONSOR ENDORSE OR RECOMMEND ALPHASENSE, OR ANY OF ITS PRODUCTS OR SERVICES. BOFAS CONTENT MAY NOT BE REDISTRIBUTED, RETRANSMITTED OR DISCLOSED, IN WHOLE OR IN PART, OR IN ANY FORM OR MANNER WITHOUT THE EXPRESS WRITTEN CONSENT OF BOFAS. BOFAS DOES NOT HAVE THE AUTHORITY TO ALLOW YOU TO USE DATA OBTAINED FROM THIRD PARTIES THAT MAY BE INCLUDED IN BOFAS CONTENT, AND YOU MAY NOT USE SUCH THIRD-PARTY DATA UNLESS YOU HA VE INDEPENDENTLY OBTAINED AUTHORITY TO DO SO. EXCEPT AS OTHERWISE AGREED UPON BETWEEN YOU AND ALPHASENSE, YOU MAY ONLY USE BOFAS CONTENT FOR YOUR INTERNAL BUSINESS PURPOSES. RECEIPT AND REVIEW OF BOFAS CONTENT CONSTITUTES YOUR AGREEMENT NOT TO REDISTRIBUTE, RETRANSMIT, OR DISCLOSE TO OTHERS THE CONTENT, OPINIONS, CONCLUSIONS, DATA OR INFORMATION CONTAINED IN SUCH BOFAS CONTENT WITHOUT FIRST OBTAINING EXPRESS PERMISSION FROM AN AUTHORIZED OFFICER OF BOFAS.

PROVISION OF THE BOFAS CONTENT IS NOT INTENDED TO PROVIDE INVESTMENT ADVICE AND IT DOES NOT TAKE INTO ACCOUNT THE SPECIFIC INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND THE PARTICULAR NEEDS OF, AND IS NOT DIRECTED TO, ANY SPECIFIC PERSON(S) OR OTHER ENTITY(IES). THE BOFAS CONTENT DOES NOT CONSTITUTE, AND SHOULD NOT BE CONSIDERED TO CONSTITUTE, INVESTMENT ADVICE FOR PURPOSES OF ERISA, THE US TAX CODE, THE INVESTMENT ADVISERS ACT OR OTHERWISE. BOFAS IS NOT ACTING AS A FIDUCIARY WITH RESPECT TO YOU OR YOUR CLIENTS.

CDS INNOVATIONS INC.:

The following terms apply to Canadian regulatory filings documents provided by CDS Innovations Inc. and its contributors (“CDS”) which are integrated into the Tegus Services, including Models (“SEDAR+ Data”):

You acknowledge and agree that certain of the SEDAR+ Data may be provided by third party contributors that have provided information, data, services or other content to CDS for the purpose of dissemination by CDS to CDS’ clients (“CDS Third Party Contributors”);

You covenant for the benefit of CDS and for the benefit of each CDS Third Party Contributor, that You shall not make any claim, pursue any action or make any demand against any CDS Third Party Contributor in respect of the Terms of Use or related to the SEDAR+ Data, irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no CDS Third Party Contributor shall be liable for any loss or damage suffered by You as a result of any act or failure to act (including willful misconduct or negligence) by such CDS Third Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same.

SEDAR® is a registered trademark of and property of the Alberta Securities Commission.

IEX CLOUD SERVICES LLC:

Tegus may display IEX Cloud Core Data in the Services which is provided by IEX Cloud.

The following terms apply to the StreetEvents Transcripts, SEC API Public Filings, Real-time Research, and Aftermarket Research databases (hereinafter collectively referred to as the “Service”) provided by London Stock Exchange Group (collectively with its affiliates, hereinafter referred to as “LSEG”) as such database is incorporated as an integral part of the AlphaSense Service (hereinafter referred to as the “Authorized Product”) offered by AlphaSense (hereinafter the “Redistributor”), for use by its licensees (each a “User” or “User Customer”):

Copyright ©London Stock Exchange Group, 2024. All rights reserved. Use, duplication, or sale of this service, or data contained therein, except as described in any AlphaSense Service subscription agreement, is strictly prohibited.

The LSEG logo and LSEG are trademarks of LSEG and its affiliated companies in the United States and other countries and are used herein under license.

LSEG or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the Service and user is not granted any proprietary interest therein or thereto. The Service constitutes confidential and trade secrets of LSEG or its third-party providers. Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Service in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of LSEG.

Users may access and use the Service via the Authorized Product(s) for their internal use and may not redistribute any of the information contained in the Service in substantial portions in a manner that is frequent or systematic. Notwithstanding the foregoing, Users may copy, paste and distribute internally insubstantial portions of information provided that: (a) the distribution is incidental to or supports Users’ business purpose, (b) the information is not distributed by User Customers in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (c) where practicable, clearly identifies LSEG or its third party providers as the source of the information. Users that are sell-side analysts, advisors and reporters may copy, paste, and redistribute externally insubstantial portions of information provided that (a) the redistribution is incidental to or supports Users’ business purpose, (b) the information is not distributed by User in connection with information vending or commercial publishing (other than financial research and analyst reports), and (c) where practicable, clearly identifies LSEG or its third party providers as the source of the information.

To the extent that the Service contains any third party data referred to in the General Restrictions/Notices page set forth on https://www.lseg.com/en/policies/refinitiv-third-party-provider-terms, the terms set forth on such General Restrictions/Notices page shall apply to User.

User acknowledges that access to certain elements of the Service may cease or may be made subject to certain conditions by LSEG or upon the instructions of the third party provider of those elements. Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and User shall cease to use the Service and delete or destroy all copies thereof in its possession or control.

NEITHER LSEG NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. USE OF THE SERVICE AND RELIANCE THEREON IS AT USER’S SOLE RISK. NEITHER LSEG OR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO USER OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE SERVICE, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER.

IN NO EVENT WILL LSEG OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH SERVICE EVEN IF LSEG OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, LSEG OR ITS PARTY PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER FOR REDISTRIBUTOR’S PRODUCTS OR SERVICES.

MSCI

The following terms apply to the database of Global Industry Classification Standard (“GICS”) industry and sector classifications and other related data provided by MSCI (hereinafter referred to as the “Service” or the “Data”) as such database is incorporated as an integral part of the AlphaSense Service, in turn used by licensees of AlphaSense (each a “Customer” or “Authorized User” or “Licensee”) under a license agreement with AlphaSense (the “Customer Agreement”):

1. The Customer represents that it will not redistribute the Service in any form or manner to any third party. Use of the Service is by only employees of Authorized Users and solely for internal business purposes or personal, non-commercial use, as permitted in Licensee’s agreement with MSCI or S&P.
2. The Customer represents that it will not use or permit anyone else to use the Service to create any securities products or indices based on the Service or any portion thereof.
3. The Customer represents that it will treat the Service as proprietary to MSCI and S&P. Further, the Customer acknowledges that MSCI and S&P are the sole and exclusive owners of the Service (including all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Service).
4. The Customer represents that it will not, other than as expressly permitted in Licensee’s agreement with MSCI or S&P: (i) alter, modify or adapt any component of the Service, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use the Service to verify the accuracy of other data or to correct such other data; or (iii) resell or otherwise transfer or make the Service, or any part or component thereof, available to any other person or organization (including, without limitation, the Customer’s present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
5. The Customer acknowledges that (i) MSCI or S&P may, in its sole and absolute discretion and at any time, terminate the Customer’s right to receive and/or use the Service; and (ii) provision of the Service is subject to termination in the event that the relevant agreement between Licensee and MSCI or S&P is terminated in accordance with its terms.
6. The Customer acknowledges MSCI and S&P as a third party beneficiary of the Customer Agreement, entitled to enforce all provisions of such agreement relating to the Service.
7. THE DATA ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. ALPHASENSE, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DISTRIBUTOR, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
8. CUSTOMER ASSUMES THE ENTIRE RISK OF ANY USE CUSTOMER MAY MAKE OF THE DATA. IN NO EVENT SHALL ALPHASENSE, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA, BE LIABLE TO THE CUSTOMER, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE CUSTOMER TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF DISTRIBUTOR, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
9. The Customer agrees to indemnify and hold harmless AlphaSense, its information providers, and any other third party involved in or related to the making or compiling the Service, from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in any manner out of the Customer’s or any third party’s use of, or inability to use, the Service or any breach by the Customer of the use restrictions regarding the Service.

The Global Industry Classification Standard (GICS®) was developed by and is the exclusive property of MSCI Inc. and Standard & Poor’s. GICS is a service mark of MSCI and S&P and has been licensed for use by AlphaSense.

Copyright MSCI ESG Research LLC [Year Data were provided to Distributor]. All Rights Reserved. Any MSCI data, information or other materials (collectively, the “Data”) available or utilized herein are the sole and exclusive intellectual property of MSCI ESG Research LLC, its affiliates, and/or its information providers (“MSCI”). All MSCI Data is provided solely for your internal use, and may not be reproduced or redisseminated in any form, or used as the basis for any financial securities, funds, financial products or instruments, or other investment vehicles or as the basis for or in connection with any indices (custom or otherwise) without express prior written permission from MSCI. The MSCI Data is provided on an “as is” basis and you assume the entire risk of any use you may make of it. None of the MSCI Data or any use thereof is intended to constitute a recommendation to make (or refrain from making) any investment decision. No MSCI Data constitutes or contains an offer to buy or sell, or a promotion or recommendation of, any security, fund, financial instrument or product or other investment vehicle or trading strategy. Neither MSCI nor any of its affiliates or any third party involved in or related to creating any MSCI Data makes any express or implied warranties, representations or guarantees, and in no event will MSCI or any such affiliate or third party have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) relating to any MSCI Data.

Morningstar Inc.:

Certain of the information contained in the Licensee Product: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed other than in insubstantial amounts; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar Inc. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

SIX Financial Information (“SFI”):

The following terms and conditions apply to the database of stock identifiers, classifications and other related data provided by SFI (herein referred to as the “Product”), as such database is incorporated as an integral part of the AlphaSense service for use by AlphaSense licensees (each a “Licensee”):

1. Licensee agrees to use the Product solely via research.alpha-sense.com or the alerts/communications/output from research.alpha-sense.com. Such usage shall be limited to Licensee’s employees for its own internal, lawful purposes. Redistribution to, or use or access by any other person or entity, including but not limited to, any entity that is not principally owned by the Licensee is expressly prohibited.
2. Licensee agrees that SFI (including its “Data Sources” e.g. its data providers) shall have no liability for the accuracy or completeness of the Product or for any delays, interruptions, or omissions therein, and neither SFI nor any Data Source shall have any liability in connection with any termination of service (with or without notice).
3. Licensee agrees that its arrangement with AlphaSense for receipt of portions of the Product attributable to SFI data is subject to replacement with other similar data in the event that the Agreement between AlphaSense and SFI is terminated for any reason.
4. Licensee agrees to comply with any conditions, restrictions or limitations imposed by any of the Data Sources, including obtaining any applicable written approvals from the appropriate Data Sources or, in the absence of such required approval, accept termination of that portion of the Product attributable to any such Data Source.

Licensee acknowledges that the Data Sources described in the preceding paragraph may have the right to terminate provision of the data to SFI and AlphaSense with or without notice and that neither any such Data Source, SFI nor AlphaSense shall have any liability in connection therewith.

Standard and Poors (“S&P”):

The following terms apply to the database of CUSIP identifiers and other related data provided by S&P (hereinafter referred to as the “CUSIP Database”) as such database is incorporated as an integral part of the AlphaSense service provided to AlphaSense licensees (each a “Subscriber”):

Subscriber agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Any use by Subscriber outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Subscriber agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

Copyright © 2019. American Bankers Association CUSIP Database provided by the Standard & Poor’s Financial Services LLC. All rights reserved

TD Securities:

The following terms apply to TD Securities (USA) LLC’s (whether operating or branded as TD Securities or TD Cowen or some other name, “TDS”) proprietary research reports, models (and their outputs), information and data derived from each, and any other data that is made available by or on behalf of TDS through the AlphaSense Service (all of the foregoing, collectively, “Data”) to authorized TDS clients (“Licensees”) under a Service Agreement:

1. Licensee may not redistribute the Data in any form or manner to any third party. Licensee acknowledges and agrees that access to the Data is solely for viewing by Licensee’s personnel, solely within the AlphaSense Services (subject to the remainder of this paragraph) and solely for Licensee’s Internal Business Purposes. “Internal Business Purposes” means review of the Data and use and incorporation of the Data in Licensee’s internal work product in order to inform Licensee’s own analysis of the subject matter of such Data. Notwithstanding the foregoing, Licensee is permitted to distribute insubstantial portions of Data (a) in infrequent routine correspondence to its current and prospective clients and investors (i.e., quarterly updates) with a restriction on use for making investment decisions, or (b) as otherwise authorized by TDS in writing in advance; provided that (i) this distribution is incidental to the Internal Business Purposes and could not reasonably be considered commercial data vending, (ii) such clients and investors are not authorized to further distribute the Data, (iv) the Data is clearly attributed to TDS, (v) such clients and investors should not rely on such Data to make investment decisions, and (vi) if such Data originates from a TDS report, Licensee confirms that such Data is not attributed to any party other than TDS in such report. 
2. Licensee may not use or permit anyone else to use the Data to create any derivative content, data or other material other than work product and documentation created for Licensee’s Internal Business Purposes. 
3. Licensee agrees to treat the Data as TDS’s proprietary information. Licensee acknowledges and agrees that, as between Licensee and TDS, the Data is the sole property of TDS, and that it has no right, title or interest in or to the Data other than the limited right to access, view, use and distribute the Data expressly set forth herein. All rights related to the Data that are not expressly granted to Licensee herein (including without limitation in connection with technologies hereafter invented) are reserved to TDS. The Data is copyright TD Securities (USA) LLC 2024 (or other year the relevant Data was provided to AlphaSense).
4. Licensee may not use the Data to Train any AI Tool. Further, Licensee may not use the Data in conjunction with any AI Tool, other than (i) AI Tool functionality provided as part of the AlphaSense Service that has been authorized by TDS and (ii) any other AI Tool authorized in advance in writing by TDS. “AI Tool” means software that uses machine learning or is otherwise generally considered to be artificial intelligence and “Train” means to train, fine-tune, tune, generate, instruct, interpret, optimize, model, map, vectorize, or parameterize any AI Tool. 
5. Licensee acknowledges that (i) TDS may, in its sole and absolute discretion and at any time, terminate Licensee’s right to receive and use the Data; and (ii) provision of the Data is subject to termination or suspension of the relevant agreement between TDS and AlphaSense. If the relevant agreement between TDS and AlphaSense is terminated or suspended, the obligations, requirements and restrictions set forth in these terms will continue to apply to Licensee with respect to any Data to which Licensee continues to have access.
6. Licensee acknowledges that none of the Data constitutes or contains (i) a recommendation to make (or refrain from making) any investment decision or (ii) an offer to buy or sell, or a promotion or recommendation of, any security, fund, financial instrument or product or other investment vehicle or trading strategy.
7. Licensee acknowledges and understands that all regulatory disclosures and additional legal disclaimers pertaining to Data, including any disclosures regarding conflicts of interest or other disclosure statements required by applicable law or regulation, are set forth and accessible to Licensee at tdcowen.bluematrix.com/sellside/Disclosures.action (or such other location as TDS may indicate to Licensee from time to time).
8. Licensee agrees to indemnify, defend (at TDS’s option) and hold harmless TDS (including its affiliates, partners, officers, directors, personnel, agents and representatives) against any losses of any kind (including reasonable attorney’s fees) arising out of or relating to any third-party claims arising out of or relating to any action contrary to these terms or the relevant Service Agreement.
9. TDS AND ITS INFORMATION PROVIDERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FREEDOM FROM ERROR OR HARMFUL CODE, SECURITY, AVAILABILITY, ACCURACY, COMPLETENESS, VALIDITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES RELATED TO THE INVESTMENT RESULTS TO BE OBTAINED BY ANY PARTY DIRECTLY OR INDIRECTLY USING DATA. ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE DATA IS PROVIDED “AS IS” AND LICENSEE USES IT AT ITS OWN RISK. LICENSEE WILL BE SOLELY RESPONSIBLE FOR THE OUTCOME OF ANY RELIANCE UPON OR USE OF THE DATA. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DATA MAY INCLUDE ADDITIONAL DISCLAIMERS (“CONTENT DISCLAIMERS”) AND THAT THE DISCLAIMERS HEREIN SHALL NOT LIMIT THE CONTENT DISCLAIMERS IN ANY WAY OR VICE VERSA.
10. EXCEPT IN THE EVENT OF FRAUD, TDS SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATED TO THE DATA (INCLUDING LOSS OF SAVINGS, REVENUE OR PROFIT).
11. Licensee acknowledges and agrees that a breach or threatened breach by it of these terms would cause TDS irreparable harm for which monetary damages would not be an adequate remedy. Licensee agrees that, in the event of such breach or threatened breach, TDS will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12. In the event of a conflict between these terms and any Service Agreement, these terms govern and control with respect to Data.

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