AlphaSense Third Party Data Vendor Terms

Refinitiv

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 Refinitiv US LLC (collectively with its affiliates, hereinafter referred to as “Refinitiv”) 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 ©Refinitiv, 2019. 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 Refinitiv logo and Refinitiv are trademarks of Refinitiv and its affiliated companies in the United States and other countries and are used herein under license.

Refinitiv 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 Refinitiv 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 Refinitiv.

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 Refinitiv 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 Refinitiv 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.refinitiv.com/en/policies/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 Refinitiv 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 REFINITIV 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 REFINITIV 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 REFINITIV 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 REFINITIV OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, REFINITIV 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.

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

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.
5. 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.

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.

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:

a. that User will not use an account that is created by another user;
b. that User will supply only complete and accurate information in registering for an account;

c. 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,
d. that AEI will not be liable for User’s losses caused by any unauthorized use of User’s account; and
e. 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.