1. INTRODUCTION

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

2. DEFINITIONS

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

"9fin" means the 9fin entity identified in the Order Form;

"9fin Service(s)" means 9fin’s financial intelligence, news, data and analytics platform and related products and services, including the Data Services made available under this Agreement;

"Affiliate" means in relation to any person or entity, any entity which controls, is controlled by, or is under common control with, that person or entity;

"Agreement" means the agreement between the Client and applicable 9fin entity comprising the Order Form, any documents incorporated by reference, as well as any exhibits or annexes attached thereto, including these Data Services Trial Terms;

"API" means the 9fin application programming interface and any Data Services Documentation or other materials made available to the Client by 9fin;

"API Key" means the security key 9fin provides to the Client to access the API;

"Application(s)" means any applications developed by the Client to interact with the Data Services;

"Authorised Affiliate" means any Affiliate of the Client that is expressly identified in the Order Form as being authorised to access the Data Services under this Agreement, provided that the Client shall remain fully responsible for all acts and omissions of each Authorised Affiliate as if they were those of the Client;

"Authorised Team" means the Client team specified in the Order Form;

"Authorised Team Location" means the Client location(s) specified in the Order Form;

"Authorised User" means any employee, agent, worker or contractor of the Client who (i) is a member of the Authorised Team within the Authorised Team Location, and (ii) is authorised by the Client to access and use the Data Services on the Client’s behalf for the Trial Purposes;

"Client" means the person identified in the Order Form under Client Legal Name;

"Confidential Information" means information which is identified as confidential or proprietary by either party, or which by its nature is clearly confidential or proprietary, including without limitation the Trial Data and the API Key;

"Controller" has the meaning given in the UK GDPR;

"Data Protection Laws" means (a) the UK General Data Protection Regulation (the "UK GDPR"); (b) Regulation (EU) 2016/679 (the "GDPR"); and (c) any equivalent legislation, or legislation dealing with the subject matter, anywhere in the world, each as applicable and each as amended, repealed, consolidated or replaced from time to time;

"Data Services" means all services provided by 9fin to enable the Client to access the Trial Data, including without limitation the API;

"Data Services Documentation" means the documentation related to the Data Services made available by 9fin from time to time, including via the 9fin website;

"Data Services Portal" means the 9fin Data Services registration and management portal identified in the Order Form;

"Data Services Trial Terms" means the Data Services Trial Terms set forth herein;

"Generated Content" means any derivations of Trial Data created by or on behalf of the Client, including without limitation any model outputs, AI-generated content, embeddings, fine-tuned weights, cached results, and any other outputs derived from or incorporating Trial Data;

"Order Form" means the order form signed (whether electronically or otherwise) by the parties that incorporates these Terms by reference and which identifies (without limitation) the Client entity and any Authorised Affiliates, the Authorised Team, Authorised Team Location, Data Services, Trial Data Package and distribution technology, Permitted Workflow Rights, and the Term;

"Permitted Workflow Rights" means the specific workflow use cases that are expressly marked as applicable and enabled in the Order Form;

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

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

"Sanctions Laws" has the meaning given in clause 13.2;

"Term" means the period from the Start Date to the End Date set forth in the Order Form, unless terminated earlier in accordance with this Agreement;

"Trial Data" means (i) any data, content, information, or materials delivered or transmitted by 9fin to the Client via the Data Services, and (ii) any Generated Content, or (iii) other outputs derived from or incorporating any of the foregoing;

"Trial Data Package" means the data set, distribution technology, history, update frequency, and rate limits identified under the heading “Data Services and Distribution” in the Order Form;

"Trial Purposes" means the Client’s own internal trial, evaluation and testing of the Data Services and the Trial Data; and

3. LICENCE TO TRIAL DATA; TRIAL CONDITIONS

3.1. Licence grant. Subject to the Client’s compliance with this Agreement, 9fin grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use, and to permit Authorised Users to access and use, the Data Services internally for the Trial Purposes only, and not for any commercial, production, or client-facing purpose. The licence extends only to Data Services, Trial Data Package, distribution technology, and Permitted Workflow Rights identified in the Order Form. The Client shall have no right to access or use any other 9fin Service, dataset, feature, or functionality under this Agreement. For the avoidance of doubt, this licence does not permit the Client to develop, deploy, or make available any Application or other product or service that incorporates or relies upon the Data Services or any Trial Data, whether to third parties or for commercial use. All workflow rights are for internal Client use only.

3.2. Trial Use. Access is provided solely for the Trial Purposes, and the Client is not permitted to use the Data Services in production or business-critical systems. The Data Services (including related software and content) are licensed, not sold, and may be pre-release, not fully functional, and may have different security, privacy, availability, or reliability standards than other 9fin Services. The Client shall use the Data Services at its own risk. 9fin may impose rate limits (including API calls, access instances, or duration) and may discontinue, suspend, or terminate the Data Services at any time without liability.

3.3. Use restrictions. In addition to any other restrictions set forth in this Agreement, the Client will not use the Data Services beyond the rights granted in this Agreement. The Client will not (and will not permit any third party to): (i) copy, modify, or create derivative works of the Data Services; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, disclose, share, or otherwise make the Data Services, any data accessed through the Data Services, or any content, output, or other materials generated from or derived from the Data Services, available to any person other than Authorised Users, or to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software or code component of the Data Services; (iv) remove, obscure, or alter any proprietary notices on or in the Data Services or related materials; (v) use the Data Services in a way that infringes, misappropriates, or otherwise violates any intellectual property or other rights of any person, or violates any applicable law; (vi) design or permit the Applications to disable, override, or otherwise interfere with any 9fin communications to end users, consent screens, user settings, alerts, or warnings; (vii) use the Data Services to replicate, replace, or compete with the user experience of the 9fin offering in a manner that is confusingly similar to, or could reasonably be perceived as, a substitute for or competitive with the 9fin offering; (viii) use the Data Services or any output or content generated therefrom for competitive intelligence, market analysis, or any purpose intended to evaluate 9fin’s offering to create a competitive product or service or for the benefit of a competitor or potential competitor of 9fin; or (ix) conceal, misrepresent, or otherwise obscure the Client’s identity or the identity of the Applications when requesting API authorisation.

3.4. 9fin retains all rights not expressly granted to the Client in this Agreement. Nothing in this Agreement grants the Client any intellectual property or other rights in or to the Data Services, the Trial Data, or any other 9fin Service.

4. CLIENT RESPONSIBILITY; API KEY

4.1. Responsibility for use. The Client is solely responsible for any use of the Data Services, whether permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Client is responsible for the acts and omissions of its Authorised Users in connection with the Applications and their use of the API. Any act or omission by an Authorised User that would constitute a breach of this Agreement if done by the Client will be deemed a breach by the Client. The Client shall inform Authorised Users of the relevant provisions of this Agreement and ensure their compliance.

4.2. API key. The Client must obtain an API Key through the registration process at the Data Services Portal. The Client will not share the API Key with any third party, will keep the API Key and all log-in information secure, and will use the API Key as its sole means of accessing the API. The Client shall be responsible for adding relevant stakeholders to the Data Services Portal.

4.3. Compliance. The Client will comply with this Agreement, all applicable laws, and any written guidelines published by 9fin for the API. The Client may monitor Application use for violations of law or this Agreement (including fraudulent or harmful behaviour) and promptly restrict offending Authorised Users.

4.4. Security; Notice. The Client will protect the Data Services (including copies) from infringement, theft, misuse, or unauthorised access. The Client will promptly notify 9fin of any infringement of intellectual property rights in the API and cooperate with 9fin in any enforcement action.

4.5. Rate limits; throttling. The Client shall not exceed any rate limits set out in the Order Form. 9fin may monitor the Client’s use of the Data Services and may, at its discretion and without liability, throttle, rate-limit, or temporarily restrict access where the Client exceeds, or 9fin reasonably anticipates the Client will exceed, such rate limits.

4.6. No circumvention. The Client shall not, and shall not permit any third party to: (i) use any robot, spider, scraper, or other automated means to access the Data Services other than the Data Services as documented; (ii) circumvent, disable, or otherwise interfere with any rate limit, access control, authentication mechanism, or other technical measure implemented by 9fin; or (iii) send more requests to the Data Services than a reasonable user using the Data Services for the Trial Purposes would generate in the same period.

4.7. Trial observation. The Client acknowledges and agrees that 9fin may observe, log, and analyse the Client’s and its Authorised Users’ use of the Data Services during the Term (including without limitation call volumes, query patterns, response times, error rates, and other technical telemetry) for the purposes of evaluating the trial, assessing product fit, improving the Data Services, and verifying compliance with this Agreement.

4.8. Suspension. Without prejudice to its right to terminate this Agreement under clause 12, 9fin may immediately suspend the Client’s and any Authorised User’s access to the Data Services (in whole or in part), without prior notice or liability, where 9fin reasonably believes that: (i) the Client or any Authorised User is in breach of this Agreement; (ii) the Client’s access poses a security or operational risk to the Data Services, 9fin, or any third party; or (iii) such suspension is required by applicable law or by any regulatory or governmental authority. 9fin shall promptly notify the Client of any suspension under this clause and, where reasonably practicable, the basis for such suspension.

4.9. Security incident notification. The Client shall notify 9fin without undue delay (and in any event within forty-eight (48) hours) of becoming aware of: (i) any actual or suspected loss, theft, compromise, or unauthorised disclosure of the API Key or any Authorised User’s credentials; (ii) any actual or suspected unauthorised access to or use of the Data Services or Trial Data; or (iii) any other security incident affecting the Data Services or Trial Data. The Client shall cooperate fully with 9fin in investigating and responding to any such incident.

5. TRIAL DATA CONTROLS AND DATA PROTECTION

5.1. Permitted environment. The Client will access Trial Data only via the delivery channel(s) designated by 9fin and will not redistribute, publish, or otherwise make Trial Data available outside of the Client’s internal environment or to any party other than an Authorised User. For the avoidance of doubt, the Client may process or use Trial Data within artificial intelligence, machine learning, statistical modelling, or automated analytical tooling solely to the extent that: (i) such use is limited to the Trial Purposes; and (ii) the Client is able to, and does, completely purge all Trial Data and any and all derivations thereof (including without limitation Generated Content) in accordance with the obligations set forth in clause 5.3 upon termination or expiration of this Agreement. The Client shall not use Trial Data in any environment or tooling where such complete purge cannot be guaranteed and technically implemented.

5.2. No building / training. In addition to any other restrictions set forth in this Agreement, and except to the extent expressly permitted by the Permitted Workflow Rights identified in the Order Form, the Client shall not use the Data Services, Data Services Documentation, Trial Data, or any other data accessed via the Data Services or the 9fin Service: (i) to develop, train, fine-tune, validate, evaluate, or improve (directly or indirectly) any large language or other models, artificial intelligence systems, algorithms, products, or services whether by manual or automated means, (ii) to create derived datasets except as strictly necessary to evaluate the Data Services during the Term and subject to the deletion obligations set forth in clause 5.3, (iii) for any purpose other than the Trial Purposes during the Term, or (iv) to reverse-engineer, reconstruct, or replicate 9fin’s underlying dataset or methodology from the Trial Data or any other data accessed via the API or the 9fin Service.

5.3. Deletion; Destruction. On the earlier of (i) expiry or termination of this Agreement, or (ii) 9fin’s written request, the Client will promptly (and in any event within thirty (30) days) permanently delete and destroy all Trial Data and all copies (including extracts, backups, snapshots, and any derived data containing or created from Trial Data), and certify in writing to 9fin that such deletion and destruction is complete. The Client shall not use any Trial Data, in whole or in part, to bootstrap, seed, supplement, or otherwise contribute to the creation or enrichment of any other dataset, whether proprietary to the Client or sourced from any third party. The Client may retain Trial Data only to the extent required by law, provided it remains subject to this Agreement, is securely isolated, and accessible only to personnel with a need to know for legal compliance purposes.

5.4. Audit rights. On reasonable written notice, 9fin may request that the Client provide written certification of its compliance with this clause 5, or permit 9fin to audit the Client’s use of the Data Services and Trial Data to verify such compliance. The Client shall cooperate fully with any such request. All information obtained by, or requested by, 9fin in the course of an audit shall be treated as Confidential Information in accordance with clause 7.

5.5. Data protection. The data protection provisions of this clause apply solely to Personal Data processed by the parties in connection with the administration and performance of this Agreement, including names, contact details and log-in details of Authorised Users shared by the Client with 9fin for the purposes of accessing the Data Services (together "Relevant Personal Data"). For the purposes of 9fin only, Relevant Personal Data shall also include usage and telemetry data collected by 9fin in connection with the Client’s access to the Data Services. Each party will process the Relevant Personal Data as a separate and independent Controller, and neither party is a processor of the other in respect of the Relevant Personal Data.

(a) Each party shall comply with its obligations under applicable Data Protection Laws in respect of the Relevant Personal Data. 9fin shall only process Relevant Personal Data to the extent necessary for the exercise of its rights and the performance of its obligations under this Agreement, and shall not retain Relevant Personal Data for longer than is necessary for those purposes. 9fin shall implement appropriate technical and organisational security measures to protect the Relevant Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

(b) Prior to sharing Relevant Personal Data with 9fin, the Client shall ensure that (i) the affected data subjects have been notified that their Personal Data will be shared with 9fin in accordance with this Agreement and 9fin’s Privacy Policy, and (ii) it has a legal basis under applicable Data Protection Laws to share the Relevant Personal Data with 9fin. The Client shall ensure that the Relevant Personal Data is accurate and, where necessary, kept up to date.

(c) The Client permits 9fin to collect, analyse and use Relevant Personal Data generated by or relating to the Client’s and its Authorised Users’ access to and use of the Data Services (including API call metadata, access logs and IP addresses) in order to authenticate access, ensure compliance with this Agreement and applicable law, maintain and improve the Data Services, and otherwise as permitted by 9fin’s Privacy Policy.

(d) Each party shall notify the other without undue delay upon becoming aware of any actual or suspected breach of security affecting Relevant Personal Data, providing sufficient detail to enable the other party to meet its obligations under applicable Data Protection Laws.

(e) To the extent that either party transfers Relevant Personal Data to the other party in a country or territory outside the United Kingdom or European Economic Area that is not subject to an adequacy decision, the parties agree to execute such additional agreements or standard contractual clauses as may be required under applicable Data Protection Laws to legitimise such transfer.

6. FEES AND CONSIDERATION

The parties acknowledge and agree that no licence fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement, provided the Client complies with all usage limits and restrictions set forth herein. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the mutual covenants set forth in this Agreement and the disclaimers, exclusions, and limitations of liability set forth herein, the parties agree to be bound by this Agreement.

7. CONFIDENTIALITY

7.1. Exclusions. A party’s Confidential Information shall not include information that: (a) the parties agree in writing is not Confidential Information; (b) is or becomes publicly known other than through any act or omission of the receiving party; (c) was in the other party’s lawful possession before the disclosure; (d) is lawfully disclosed to the receiving party by a third party; or (e) is independently developed by the receiving party without reference to the Confidential Information, which independent development can be shown by written evidence.

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

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

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

8. FEEDBACK

If the Client or any of the Client’s employees, contractors or agents sends or transmits any communications or materials to 9fin by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. The Client hereby assigns to 9fin and its Affiliates on the Client’s behalf, and on behalf of the Client’s employees, contractors, and agents, all right, title, and interest in, and 9fin and its Affiliates is free to use, without any attribution or compensation to the Client or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although 9fin is not required to use any Feedback.

9. DISCLAIMERS

9.1. THE DATA SERVICES ARE PROVIDED "AS IS" AND 9FIN SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 9FIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 9FIN MAKES NO WARRANTY OF ANY KIND THAT THE DATA SERVICES, TRIAL DATA, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF THE CLIENT’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE DATA SERVICES AND ANY TRIAL DATA ARE PROVIDED FOR INFORMATIONAL AND EVALUATION PURPOSES ONLY AND DO NOT CONSTITUTE INVESTMENT, FINANCIAL, OR LEGAL ADVICE. THE CLIENT IS SOLELY RESPONSIBLE FOR ENSURING ITS USE OF THE DATA SERVICES COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE OF ANY RELEVANT REGULATORY AUTHORITY.

9.2. THE DATA SERVICES MAY CONTAIN LINKS TO THIRD PARTY WEBSITES AND SERVICES. 9FIN IS NOT RESPONSIBLE FOR THIRD-PARTY SITES OR SERVICES OR THEIR PRIVACY PRACTICES.

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

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

10. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless 9fin and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (a) the Client’s use or misuse of the Data Services or Trial Data; (b) the Client’s breach of this Agreement; and (c) the Applications, including, in each case, any Authorised User’s use thereof.

11. LIMITATION OF LIABILITY

11.1. WITH RESPECT TO THIS AGREEMENT: NOTHING SHALL EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING: (I) IN NO EVENT SHALL 9FIN BE LIABLE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE DATA SERVICES, OR THE TRIAL DATA, WHETHER OR NOT 9FIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT FORESEEABLE; AND (II) NOTWITHSTANDING ANY OTHER AGREEMENT BETWEEN THE PARTIES, 9FIN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE DATA SERVICES, OR THE TRIAL DATA SHALL NOT EXCEED ONE THOUSAND POUNDS STERLING (£1,000) (OR ITS EQUIVALENT IN THE APPLICABLE CURRENCY), AND ANY LIABILITY CAP IN ANY OTHER AGREEMENT BETWEEN THE PARTIES SHALL NOT APPLY TO SUCH CLAIMS.

11.2. Any claim the Client may have arising out of or relating to this Agreement must be brought within one (1) year after the event giving rise to such claim.

12. TERM AND TERMINATION

12.1. Term. The Term of this Agreement shall be the period set forth in the Order Form, unless terminated earlier in accordance with this Agreement.

12.2. Termination. Either party may terminate this Agreement at any time on written notice to the other party, with effect on the date specified in such notice. Termination of this Agreement shall not affect either party’s rights under any other agreement between them.

12.3. Effect of termination. On expiry or termination of this Agreement, all licences and rights granted to the Client will terminate and the Client must cease using the Data Services and permanently erase all copies of the Data Services from all devices, systems, and code the Client directly or indirectly controls.

12.4. Survival. Any terms that by their nature are intended to continue beyond termination or expiry will survive, including without limitation clauses 2 (Definitions), 4 (Client Responsibility; API Key), 5 (Trial Data Controls and Data Protection), 7 (Confidentiality), 8 (Feedback), 9 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 13 (Miscellaneous).

13. MISCELLANEOUS

13.1. 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 the Data Services Trial.

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

13.3. Notices. All notices given by the Client to 9fin must be sent via e-mail to: legalnotices@9fin.com. 9fin may provide notice to the Client via the Legal Notices e-mail address provided by the Client in the Order Form. Any notice sent in compliance with this clause 13.3 will be deemed received and properly served immediately after an e-mail is sent where there is no immediate message failure report. In proving the service of any notice, it will be sufficient to prove that the applicable e-mail was sent to the e-mail address specified in accordance with this clause 13.3.

13.4. Amendment and waiver. An amendment or modification of this Agreement is effective only if in writing and signed by an authorised representative of each party. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

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

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

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

13.8. Order of precedence. This Agreement is made up of these Data Services Trial Terms and the Order Form which incorporates these Data Services Trial Terms by reference. In the event of any conflict, the Order Form shall prevail over these Data Services Trial Terms.

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

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